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, 2003

[ ]     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 of incorporation)                  (I.R.S. Employer 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, 2004 the registrant had 18,500,000 shares of common stock
outstanding.

Documents incorporated by reference:  None

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

<PAGE>

                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business............................................3
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, Related Stockholder Matters and
         Issuer Purchase of Securities......................................6
Item 6.  Plan of Operations.................................................7
Item 7.  Financial Statements...............................................7
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure..........................................18
Item 8A. Controls and Procedures...........................................18

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act.................18
Item 10. Executive Compensation............................................19
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters...................................19
Item 12. Certain Relationships and Related Transactions....................20
Item 13. Exhibits and Reports on Form 8-K..................................20
Item 14. Principal Accountant Fees and Services............................20
Signatures.................................................................21


                    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 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


                                3
<PAGE>

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, 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 reporting company which has completed an
acquisition of a business opportunity.  Mr. Mayer and Ms. Mason were involved
with acquisitions structured as stock-for-stock exchanges and upon
consummation of the transactions, Mr. Mayer and Ms. Mason resigned as officers
and directors of the 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.  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

     (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

                                4

<PAGE>

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 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 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

                                5
<PAGE>

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 PROPERTY

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 2003 fiscal year.


                             PART II

ITEM 5:  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                AND ISSUER PURCHASE OF SECURITIES

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 85 stockholders of
record holding 18,500,000 common shares.  We have not declared dividends on
our common stock and do not anticipate paying dividends on our common stock in
the foreseeable future.

Recent Sales of Unregistered Securities

On December 4, 2003 we issued 1,000,000 restricted common shares to First
Equity Holdings Corp. in consideration for business management and
administrative services for the past year valued at approximately $10,000.  We
relied on an exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) of the Securities
Act.

                                6


<PAGE>

Issuer Purchase of Securities

None.

                    ITEM 6: PLAN OF OPERATION

We have no assets and have experienced losses from inception.  During the next
twelve months our management intends to actively seek an operating company to
acquire or merge with which will create necessary operating revenue.

We currently cannot satisfy our cash requirements for our operations.  The
majority of our operating expenses are related to our reporting obligations
under the Exchange Act.  These expenses are related to legal, accounting and
professional services required to prepare our reports and the costs of filing
the reports with the SEC.  We are unable to pay cash for these services and
have relied on related and third parties to pay for these costs on our behalf.
These parties have not entered into written agreements guaranteeing advances
and, therefore, these parties are not obligated to provide funds in the
future.  However, management anticipates that these parties will continue to
pay for these costs on our behalf during the next twelve months.
Historically, we have paid for these advances by converting the debt into
common stock.

If we obtain a business opportunity, then it may be necessary to raise
additional capital.  We likely will sell our common stock to raise this
additional capital.  We expect to issue such stock pursuant to exemptions
provided by federal and state securities laws.  The purchasers and manner of
issuance will be determined according to our financial needs and the available
exemptions.  We do not currently intend to make a public offering of our
stock.  We also note that if we issue more shares of our common stock, then
our shareholders may experience dilution in the value per share of their
common stock.

                   ITEM 7: FINANCIAL STATEMENTS









                                7

<PAGE>





                     WorldNet, Inc. of Nevada

                       Financial Statements

                    December 31, 2003 and 2002





                                8

<PAGE>



                             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




                                9

<PAGE>

                          CHISHOLM, BIERWOLF & NILSON
                          Certified Public Accountants
A Limited Liability        533 W. 2600 S., Suite 250     Office (801) 292-8756
     Company                 Bountiful, Utah 84010          Fax (801) 292-8809

______________________________________________________________________________




                   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, 2003 and 2002 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2003 and 2002 and from inception March 12, 1986 through
December 31, 2003.  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, 2003 and 2002 and the results of
its operations and cash flows for the years ended December 31, 2003 and 2002
and from inception March 12, 1986 through December 31, 2003 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
January 13, 2004



                                10

<PAGE>





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



                              ASSETS



                                                          December 31
                                                  ---------------------------
                                                       2003          2002
                                                  ------------- -------------
CURRENT ASSETS

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

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


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

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

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

STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 25,000,000 shares
  authorized; 18,500,000 and 17,500,000 shares          18,500        17,500
  issued and outstanding respectively

Additional Paid-in Capital                              47,500        38,500

Deficit Accumulated during the development stage      (103,000)      (93,000)
                                                  ------------- -------------

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

  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
                                                                 Inception on
                                         For the Years Ended     March 12
                                             December 31         1986 to
                                     ------------- ------------- Dec. 31,
                                          2003           2002    2003
                                     ------------- ------------- -------------

REVENUES                             $          -  $          -  $          -
                                     ------------- ------------- -------------
EXPENSES
  General & Administrative                 10,000         5,000       103,000
                                     ------------- ------------- -------------

    TOTAL EXPENSES                         10,000         5,000       103,000
                                     ------------- ------------- -------------

NET INCOME (LOSS)                    $    (10,000) $     (5,000) $   (103,000)
                                     ============= ============= =============

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

WEIGHTED AVERAGE SHARES OUTSTANDING    17,573,973    17,500,000    17,370,694
                                     ============= ============= =============






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
    From Inception on March 12, 1986 through December 31, 2003


                                                                 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)

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)
                           ============= =========== =========== =============







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
                                                                 Inception on
                                         For the Years Ended     March 12
                                             December 31         1986 Through
                                     ------------- ------------- December 31,
                                          2003           2002    2003
                                     ------------- ------------- -------------
Cash Flows from Operating Activities

  Net Loss                           $    (10,000) $     (5,000) $  (103,000)
  Less  Non-cash Items:
   Shares issued for services              10,000             -       49,000
   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          $     10,000  $          -  $    49,000

  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, 2003 and 2002

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, 2003:

 Basic EPS
  Income (loss) to common stockholders $    (10,000)   17,573,973  $       -

For the year ended December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders $    ( 5,000)   17,500,000  $       -

From inception on March 12, 1986 to
December 31, 2003:

 Basic EPS
  Income (loss) to common stockholders $   (103,000)   17,370,694  $   (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, 2003 and 2002

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 $103,000 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, 2003 and 2002:

                                                      December 31,
                                                   2003           2002
                                               ------------- --------------
     Deferred tax asset:
       NOL carryforward                        $     16,600  $      13,200

       Valuation allowance                         ( 16,600)      ( 13,200)
                                               ------------- --------------
                                               $          -  $           -
                                               ============= ==============
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, 2003 and 2002

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.

     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 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 professional 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

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC.

                ITEM 8A:  CONTROLS AND PROCEDURES

Our President, who acts in the capacity as principal executive officer and
principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures.  Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.


                             PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Our executive officers and directors and their respective ages, positions and
biographical information are set forth below.  Our bylaws require two
directors who serve for terms of one year or until they are replaced by a
qualified director.  Our executive officers are chosen by our Board of
Directors and serve at its discretion.  There are no existing family
relationships between or among any of our executive officers or directors.

Name                  Age    Position Held                    Director Since
-----                 ----   -------------                    --------------
Donald R. Mayer       64     President, Director              February 3, 2000
Ariika Mason          23     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.

Audit Committee Financial Expert

Because we have minimal operations we do not have an audit committee serving
at this time and, thus,  we do not have an audit committee financial expert
serving on an audit committee.

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, 2003 and representations from reporting persons that Forms
5 are not required, we believe no reports were required to be filed.

                                18

<PAGE>

Code of Ethics

Due to the fact that we have minimal operations, we have not adopted a code of
ethics for our principal executive and financial officers.  Our board of
directors will revisit this issue in the future to determine if adoption of a
code of ethics is appropriate.  In the meantime, our management intends to
promote honest and ethical conduct, full and fair disclosure in our reports to
the SEC, and compliance with applicable governmental laws and regulations.

                 ITEM 10: EXECUTIVE COMPENSATION

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 2003 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 director, including services for committee
participation or for special assignments.

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                 AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known by us to own
beneficially more than 5% of our outstanding common stock.  Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities.  Except as
indicated by footnote, the persons named in the table below have sole voting
power and investment power with respect to all shares of common stock shown as
beneficially owned by them.  The percentage of beneficial ownership is based
on 18,500,000 shares of common stock outstanding as of March 4, 2004.

                    CERTAIN BENEFICIAL OWNERS


Name and Address of                Number of Shares of
Beneficial Owners                  Common Stock          Percentage of Class
---------------------------------- --------------------- -------------------
VIP WorldNet, Inc.                   15,060,650*                81.4%
154 East Ford Avenue
Salt Lake City, UT 84115

First Equity Holdings Corp.           1,000,000                  5.4%
2157 S. Lincoln Street
Salt Lake City, UT 84106

     * 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

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


                                19

<PAGE>

Securities Under Equity Compensation Plans

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

     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.  These shares represent 81.4 % of our outstanding
shares.

            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

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

Reports on Form 8-k

On February 13, 2004, we filed a current report on Form 8-K, dated February 9,
2004, under Item 4 related to a change of our independent auditor.

         ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our former independent auditor, Chisholm & Associates, Certified Public
Accountants, billed an aggregate of $991 for the year ended December 31, 2002
and $1,239 for the year ended December 31, 2003 for professional services
rendered for the audit of our annual financial statements and review of the
financial statements included in our quarterly reports.  Our independent
auditor has not billed us for any audit-related fees, tax fees or other fees
for the past two fiscal years.

We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee.  Our board of directors
will approve in advance the scope and cost of the engagement of an auditor
before the auditor renders audit and non-audit services.  As a result, we do
not rely on pre-approval policies and procedures.



                                20

<PAGE>

                            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 12, 2004            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 12, 2004         By:______________________________________________
                                Ariika Mason
                                Secretary/Treasurer and Director







                                21