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, 2002

[ ]   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                                              88-0247824
------------------------------                      ---------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

#440, 476 East South Temple, Salt Lake City, Utah   84111
--------------------------------------------------  ----------------
(Address of principal executive offices)            (Zip code)

Issuer's telephone number, including area code: (801) 323-2395

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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]

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 March 4, 2003, the registrant had 17,500,000 shares of common stock
outstanding.

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>


                              PART I

Item 1.  Description of business............................................2
Item 2.  Description of property............................................6
Item 3.  Legal proceedings..................................................6
Item 4.  Submission of matters to a vote of security holders................6

                             PART II

Item 5.  Market for common equity and related stockholder matters...........6
Item 6.  Plan of operation..................................................7
Item 7.  Financial statements...............................................7
Item 8.  Changes in and disagreements with accountants on
         accounting and financial disclosure ..............................18

                             PART III

Item 9.  Directors and executive officers; compliance with Section 16(a)...18
Item 10. Executive compensation ...........................................18
Item 11. Security ownership of certain beneficial owners and management....19
Item 12. Certain relationships and related transactions....................19
Item 13. Exhibits and reports on Form 8-K .................................19
Item 14. Controls and procedures ..........................................20
Signatures and certifications..............................................20



                    FORWARD LOOKING STATEMENTS

       In this annual report references to "WorldNet," "we," "us," and "our"
refer to WorldNet, Inc. of Nevada.

       This annual report contains certain forward-looking statements and for
this purpose any statements contained in this annual report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate" or "continue" or comparable terminology
are intended to identify forward-looking statements.  These statements by
their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are not
within WorldNet's control.  These factors include but are not limited to
economic conditions generally and in the industries in which WorldNet may
participate, competition within WorldNet's chosen industry, technological
advances and failure by WorldNet to successfully develop business
relationships.




                                2
<PAGE>

                              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 "blank check" 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. At the present time 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
high 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.  There is no assurance 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 its activities and we may
become dormant or be dissolved.

       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.

       It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
not publicly traded at this time and we cannot assure that a market will
develop or that a stockholder ever will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be


                                3
<PAGE>

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 9:
"Directors and Executive Officers; . . .")  Mr. Mayer and Ms. Mason have had
limited experience with mergers and acquisitions of business opportunities and
have not been involved with an initial public offering.  Each has been an
officer and director of a blank check company which has completed an
acquisition of a business opportunity.  Mr. Mayer was involved with an
acquisition in December of 1999 between Millennium Plastics, Inc., a blank
check company, and Graduated Plastics Corporation, a plastics company.  In May
2000, Ms. Mason was involved with an acquisition between Smoky Hill Services,
Inc., a blank check company, and LearnCom, Inc., a company which provides
human resource, management and safety training courseware and consulting
services through technological channels.  Both transactions were structured as
stock-for-stock exchanges and upon consummation of the transactions, Mr. Mayer
and Ms. Mason resigned as officers and directors of the blank check companies
involved in the transaction.

       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
management of other blank check 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.
In particular, Donald R. Mayer, our President, is a director of other blank
check companies with a structure and a business plan which is identical to
ours and our management may be involved with other blank check companies in
the future.  In the process of negotiations for an acquisition or merger or
determination of consulting fees related to investigation of a business
opportunity, our principal stockholders and management may consider their own
personal pecuniary benefit or the interests of other blank check companies
they are affiliated with rather than the best interests of our other
stockholders.

       We presently do not foresee entering into a merger or acquisition
transaction with any business with which our officers or directors are
currently affiliated. We may acquire or merge with companies of which our
management's  affiliates or associates have a direct or indirect ownership
interest.  If we determine in the future that a transaction with an affiliate
would be in our best interest we are permitted by Nevada law to enter into
such a transaction if:

       (1)   The material facts regarding the relationship or interest of the
affiliate in the contract or transaction are disclosed or are known to the
board of directors.  The board authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or

       (2)   The material facts regarding the relationship or interest of the
affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or
transaction is specifically approved by vote of the stockholders; or


                                4

<PAGE>

       (3)   The contract or transaction is fair to us at the time it is
authorized, approved or ratified by the board of directors or the
stockholders.

       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.  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.

       In our analysis of a business opportunity we anticipate that management
will consider, among other things, the following factors:

       (1)   Potential for growth and profitability, indicated by a new
technology, anticipated market expansion, or new products;

       (2)   Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

       (3)   Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

       (4)   Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

       (5)   The extent to which the business opportunity can be advanced;

       (6)   Competitive position as compared to other companies of similar
size and experience within the industry segment as well as within the industry
as a whole;

       (7)   Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

       (8)   The cost of our participation as compared to the perceived
tangible and intangible values and potential; and

       (9)   The accessibility of required management expertise, personnel,
raw materials, services, professional assistance, and other required items.

       No one of the factors 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



                                5
<PAGE>


analysis, we may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

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.

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 "blank check" 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 PROPERTIES

       We do not currently own or lease any property.  Until we pursue a
viable business opportunity and recognize income, we will not seek independent
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 2002 fiscal year.

                                6
<PAGE>


                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Our common stock is not listed on a public market and we have had no
activity in our stock as of this filing.  We have approximately 84
stockholders of record holding 17,500,000 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.

Securities Under Equity Compensation Plans

       We do not have any securities authorized for issuance under any equity
compensation plans.

Recent Sales of Unregistered Securities

       We have not sold any shares within the past three years without
registration.

                    ITEM 6: PLAN OF OPERATION

       We have no assets and have experienced losses from inception.  At the
year ended December 31, 2002, we had no cash on hand and total current
liabilities of $37,000.  The current liabilities reflect expenses related to
our reporting obligations under the Exchange Act.  We have incurred expenses
of $32,000 in prior years and during the year ended December 31, 2002, we
accrued another $5,000 related to the professional services required to
prepare our reports and the costs of filing the reports with the SEC.  In the
event we acquire a business opportunity we may incur additional reporting
expenses related to proxy or information statements we may be required to
provide to our stockholders which disclose the company to be acquired's
business operations, management and financial condition.

       We have no commitments for capital expenditures for the next twelve
months.  During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and stockholders based on
informal understandings we have with these individuals.  These understandings
are not written agreements and therefore these persons are not obligated to
provide funds.  We may repay these loans and advancements with cash, if
available, or we may convert them into common stock.

        Our management intends to actively seek business opportunities during
the next twelve months.  If we obtain a business opportunity, then it may be
necessary to raise additional capital through the sale of our common stock.
We intend 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 our shareholders may
experience dilution in the value per share of their common stock.

                   ITEM 7: FINANCIAL STATEMENTS


                                7



<PAGE>


                     Worldnet, Inc. of Nevada

                       Financial Statements

                    December 31, 2002 and 2001




<PAGE> 8




                             CONTENTS


Independent Auditor's Report ............................................3

Balance Sheets ..........................................................4

Statements of Operations ................................................5

Statements of Stockholders' Equity ......................................6

Statements of Cash Flows ................................................7

Notes to the Financial Statements .......................................8




<PAGE> 9


                      CHISHOLM & ASSOCIATES
A Professional           Certified Public Accountants    Office (801)292-8756
Corporation                    P.O. Box 540216              Fax (801)292-8809
                   North Salt Lake, Utah 84054
_____________________________________________________________________________





                   INDEPENDENT AUDITOR'S REPORT



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, 2002 and 2001 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2002 and 2001 and from inception March 12, 1986 through
December 31, 2002.  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 generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Worldnet, Inc. of Nevada (a
development stage company) as of December 31, 2002 and 2001 and the results of
its operations and cash flows for the years ended December 31, 2002 and 2001
and from inception March 12, 1986 through December 31, 2002 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 & Associates

Chisholm & Associates
North Salt Lake, Utah
January 2, 2003


<PAGE> 10



                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                          Balance Sheets



                              ASSETS

                                                        December 31
                                                      2002           2001
                                                  ------------- -------------
CURRENT ASSETS

Cash (Note 1)                                     $          -  $          -
                                                  ------------- -------------

  TOTAL ASSETS                                    $          -  $          -
                                                  ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable - Related party                  $     37,000  $     32,000
                                                  ------------- -------------

  Total Liabilities                                     37,000        32,000
                                                  ------------- -------------

STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 25,000,000
    shares authorized; 17,500,000 shares
    issued and outstanding                              17,500        17,500

Additional Paid-in Capital                              38,500        38,500

Deficit Accumulated during the development stage       (93,000)      (88,000)
                                                  ------------- -------------

   Total Stockholders' Equity (deficit)                (37,000)      (32,000)
                                                  ------------- -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $          -  $          -
                                                  ============= =============





The accompanying notes are an integral part of these financial statements

                               -4-

<PAGE> 11



                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                     Statement of Operations
                                                                From
                                       For the Years Ended      Inception on
                                           December 31          March 12,
                                   ---------------------------  1986 to
                                         2002        2001       Dec. 31, 2002
                                   ------------- -------------  --------------

REVENUES                           $          -  $          -   $           -
                                   ------------- -------------  --------------

EXPENSES
  General & Administrative                5,000             -          93,000
                                   ------------- -------------  --------------

    TOTAL EXPENSES                        5,000             -          93,000
                                   ------------- -------------  --------------

NET INCOME (LOSS)                  $     (5,000) $          -   $     (93,000)
                                   ============= =============  ==============

NET LOSS PER SHARE                 $      (0.00) $          -   $       (0.01)
                                   ============= =============  ==============

WEIGHTED AVERAGE SHARES OUTSTANDING  17,500,000    17,500,000      17,356,893
                                   ============= =============  ==============


The accompanying note are an integral part of these financial statements


                               -5-

<PAGE> 12



                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                Statements of Stockholders' Equity



                                                                 Deficit
                                                                 Accumulated
                                                     Additional  During the
                                Common Stock         Paid in     Development
                             Shares       Amount     Capital     Stage
                           ------------- ----------- ----------- -------------
Issuance 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)
                           ============= =========== =========== =============


The accompanying notes are an integral part of these financial statements


                               -6-


<PAGE> 13



                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                     Statement of Cash Flows

                                                                From
                                       For the Years Ended      Inception on
                                           December 31          March 12,1986
                                    --------------------------- Through
                                         2002        2001       Dec. 31, 2002
                                    ------------- ------------- --------------
Cash Flows from Operating Activities

  Net Loss                          $     (5,000) $          -  $     (93,000)
  Less  Non-cash Items:
   Shares issued for services                  -             -         39,000
   Depreciation & Amortization                 -             -         17,000
   Increase  in Accounts Payable           5,000             -         37,000
                                    ------------- ------------- --------------
  Net Cash Provided (Used) by
  Operating Activities                         -             -              -
                                    ------------- ------------- --------------

Cash 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                    -             -              -

Cash and Cash Equivalents at
  Beginning of Period                          -             -              -
                                    ------------- ------------- --------------
Cash and Cash Equivalents at
 End of Period                      $          -  $          -  $           -
                                    ============= ============= ==============

Supplemental Cash Flow Information:

  Stock issued for marketing rights $          -  $          -  $      17,000
  Stock issued for services                                     $      39,000

  Cash Paid For:
    Interest                        $          -  $          -  $           -
    Income Taxes                    $          -  $          -  $           -







The accompanying notes are an integral part of these financial statements






                                -7-


<PAGE> 14

                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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 recognizes income and expense on the accrual basis of
accounting.

     c.  Earnings (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

                                       Income (loss)  Shares       Per Share
                                       (Numerator)   (Denominator) Amount
                                       ------------- ------------- ----------
For the year ended December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders $    ( 5,000)   17,500,000  $   (0.00)
                                       ============= ============= ==========
For the year ended December 31, 2001:

 Basic EPS
  Income (loss) to common stockholders $          -    17,500,000  $       -
                                       ============= ============= ==========
From inception on March 12, 1986 to
December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders $    (93,000)   17,356,893  $   (0.01)
                                       ============= ============= ==========



     d.  Cash and Cash Equivalents

         The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.


                               -8-

<PAGE> 15

                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

NOTE 1 - Summary of Significant Accounting Policies (continued)

     e.  Provision for Income Taxes

         No provision for income taxes have been recorded due to net operating
loss carryforwards totaling approximately $93,000 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, 2002 and 2001:

                                                       December 31,
                                                    2002           2001
                                               ------------- -------------
   Deferred tax asset:
     NOL carryforward                          $     14,900  $     30,000

     Valuation allowance                            (14,900)     ( 30,000)
                                               ------------- -------------
                                               $          -  $          -
                                               ============= =============

     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.

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.

                               -9-

<PAGE> 16


                     Worldnet, Inc. of Nevada
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

NOTE 3 - Capitalization (continued)

         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.

NOTE 4 - Related Party Transactions

         During the year ended December 31, 1999, the Company incurred $32,000
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.

         During the year ended December 31, 2002, the Company incurred $5,000
of professional fees payable to professionals affiliated with First Equity
Holdings Corp.

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.






                               -10-


<PAGE> 17


      ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE

       We have had no change in, or disagreements with, our principal
independent accountant during our past two fiscal years.



                             PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a)

       Our executive officers and directors and their respective ages,
positions and term of office are set forth below.  Biographical information
for each of those persons is also presented 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 Since
-----                 ----   -------------                    --------------
Donald R. Mayer       63     President, Director              February 3, 2000
Ariika Mason          22     Secretary/Treasurer, Director    March 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., blank check reporting companies.

       Ariika Mason.  From January 1999 through the present Ms. Mason has
worked as a customer relations specialist for First Equity Holdings Corp.
From July of 1997 to January 1999 she was employed by Utah Internet as a
secretary.  From February 1997 through June 1997 she worked as a receptionist
for Universal Business Insurance.  She attended Salt Lake Community College
located in Salt Lake City, Utah during 1999.  Ms. Mason is a director of Earth
Products and Technologies, Inc., a blank check reporting company.

Section 16(a) Beneficial Ownership Reporting Compliance

       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.
Based solely upon review of the copies of such forms furnished to us during
the fiscal year ended December 31, 2002 and representations from reporting
persons that Forms 5 are not required, we believe no reports were required.

                 ITEM 10: EXECUTIVE COMPENSATION

       None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years.  No
executive officer acting in a capacity similar to a chief executive officer
received compensation during the 2002 fiscal year. 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.

Compensation of Directors

       We do not have any standard arrangement for compensation of our
directors for any services provided as


                                18

<PAGE>

director, including services for committee participation or for special
assignments.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       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 17,500,000 shares of common stock outstanding as of
March 4, 2003.



                    CERTAIN BENEFICIAL OWNERS

                                   Common Stock Beneficially Owned
                                   -------------------------------
Name and Address of                Number of Shares of
Beneficial Owners                  Common Stock          Percentage of Class
---------------------------------- --------------------- -------------------
VIP WorldNet, Inc.                      15,060,650*           86.1%
154 East Ford Avenue
Salt Lake City, Utah 84115

       * VIP WorldNet, Inc. holds 15,000,000 shares and its directors and
officers beneficially own the following shares of our common stock: Joanne
Clinger, President, 60,450 and Wayne Reichman, Secretary, 200 shares.


                            MANAGEMENT

                                  Common Stock Beneficially Owned
                                  -------------------------------
Name and Address of               Number of Shares of
Beneficial Owners                 Common Stock           Percentage of Class
--------------------------------- ---------------------- -------------------

Donald R. Mayer                            324,000             1.8%
6360 South 3000 East #205
Salt Lake City, Utah 84121




     ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, 5% stockholders or
immediate family members of such persons.

Parent Company

       VIP Worldnet, Inc. is our parent company and beneficially owns
15,060,650 shares of our common stock. Such shares represent 86.1 % of our
outstanding shares.

            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
--------
3.1              Articles of Incorporation, dated March 10, 1986 (Incorporated
                 by reference to exhibit 3.1 of the Form 10-SB File No.
                 000-31023, filed July 14, 2000)

3.2              Bylaws of WorldNet (Incorporated by reference to exhibit 3.2
                 of the Form 10-SB File No. 000-



                                19
<PAGE>

                 31023, filed July 14, 2000)

99.1             Section 1350 certification

Reports on Form 8-k

       None

ITEM 14: CONTROLS AND PROCEDURES

       During the year ended December 31, 2002, we formalized the procedures
we rely on to ensure that material information regarding our company and its
operations is provided to the public in a timely manner.  On March 21, 2003,
our principal executive and financial officer, Donald R. Mayer, evaluated the
effectiveness of these disclosure controls and procedures and determined that
there were no significant deficiencies in these procedures.

       Also, Mr. Mayer did not identify any deficiencies or material
weaknesses in our internal controls, nor did he identify fraud that involved
management or other employees who had a significant role in our internal
controls.  He did not find any deficiencies or weaknesses which would require
changes to be made or corrective actions to be taken related to our internal
controls.



                            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 26, 2003              WorldNet, Inc. of Nevada



                                  /s/ Donald R. Mayer
                              By: ______________________________________
                                  Donald R. Mayer
                                  President and Director
                                  Principal Executive and Financial Officer


       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.



                                  /s/ Ariika Mason
Date: March 26, 2003          By:______________________________________
                                  Ariika Mason
                                  Secretary/Treasurer and Director


            PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Donald R. Mayer, certify that:




                                20
<PAGE>


1.   I have reviewed this annual report on Form 10-KSB of WorldNet, Inc. of
Nevada;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                            /s/ Donald R. Mayer
Date: March 26, 2003        ____________________________________
                            Donald R. Mayer
                            Principal Executive Officer




            PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Donald R. Mayer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of WorldNet, Inc. of
Nevada;



                                21

<PAGE>


2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                /s/ Donald R. Mayer
Date: March 26, 2003            ____________________________________
                                Donald R. Mayer
                                Principal Financial Officer



                                22