UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number: 000-31023

WORLDNET, INC. OF NEVADA

(Exact name of registrant as specified in its charter)

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

#281, 369 East 900 South, Salt Lake City, Utah		84111
(Address of principal executive offices)		(Zip Code)

(801) 323-2395

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o The Company does not have a Web site.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

The number of shares outstanding of the registrant’s common stock as of May 4, 2018 was 18,500,000.

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets (Unaudited)	4
	Condensed Statements of Operations (Unaudited)	5
	Condensed Statements of Cash Flows (Unaudited)	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11

PART II – OTHER INFORMATION

Item 6.	Exhibits	12
Signatures		13

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WORLDNET, INC. OF NEVADA

Condensed Financial Statements

March 31, 2018

(Unaudited)

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WorldNet, Inc. of Nevada

Condensed Balance Sheets

(Unaudited)

	MAR 31, 2018			DEC 31, 2017

ASSETS
CURRENT ASSETS
Cash	$	396		$	396
Total current assets		396			396

TOTAL ASSETS	$	396		$	396

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable – related party	$	8,700		$	6,600
Accounts payable		3,500			--
Notes payable – related party		138,800			138,800
Notes payable		88,500			88,500
Accrued interest – related party		44,794			42,018
Accrued interest		31,175			29,405
Total current liabilities		315,469			305,323
Total liabilities		315,469			305,323
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 25,000,000 shares authorized; 18,500,000 shares issued and outstanding		18,500			18,500
Additional paid-in capital		47,500			47,500
Accumulated deficit		(381,073	)		(370,927	)
Total stockholders' deficit		(315,073	)		(304,927	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	396		$	396

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WorldNet, Inc. of Nevada

Condensed Statements of Operations

(Unaudited)

	FOR THE THREE MONTHS ENDED MAR 31, 2018			FOR THE THREE MONTHS ENDED MAR 31, 2017

Revenues	$	--		$	--

Expenses
General and administrative		5,600			5,600
Total expenses		5,600			5,600

Net Operating Loss		(5,600	)		(5,600	)

Other income (expense)
Interest expense – related party		(2,776	)		(2,584	)
Interest expense		(1,770	)		(1,690	)
Total other income (expense)		(4,546	)		(4,274	)

Loss before income taxes		(10,146	)		(9,874	)

Taxes		--			--

Net loss	$	(10,146	)	$	(9,874	)

Net loss per share	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding		18,500,000			18,500,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WorldNet, Inc. of Nevada

Condensed Statements of Cash Flows

(Unaudited)

	FOR THE THREE MONTHS ENDED MAR 31, 2018			FOR THE THREE MONTHS ENDED MAR 31, 2017

Cash Flows from Operating Activities
Net loss	$	(10,146	)	$	(9,874	)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Expenses paid by related party		2,100			2,100
Changes in operating assets and liabilities:
Increase in accounts payable		3,500			3,500
Increase in accrued interest – related party		2,776			2,584
Increase in accrued interest		1,770			1,690
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		396			1,096

Cash and cash equivalents at end of period	$	396		$	1,096

Supplemental Cash Flow Information:
Cash paid for interest	$	--		$	--
Cash paid for income taxes	$	--		$	--

The accompanying notes are an integral part of these unaudited condensed financial statements

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WorldNet, Inc. of Nevada

Notes to the (Unaudited) Condensed Financial Statements

March 31, 2018

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its December 31, 2017 Annual Report on Form 10-K. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for year ending December 31, 2018.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies.

NOTE 3 – RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 2018, a shareholder invoiced the Company for consulting, administrative and professional services and out-of-pocket costs provided or paid on behalf of the Company totaling $2,100. Notes payable – related party at March 31, 2018 were $138,800. Accrued interest at March 31, 2018 was $44,794. The notes bear interest at 8% and are due on demand.

NOTE 4 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.

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In this report references to “WorldNet,” “the Company,” “we,” “us,” and “our” refer to WorldNet, Inc. of Nevada.

FORWARD LOOKING STATEMENTS

The U.S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

We have not recorded revenues for the past two fiscal years. We are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

Our management has not had any recent discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. In addition, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

If we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. 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 stockholders may experience dilution in the value per share of their common stock.

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Liquidity and Capital Resources

We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon related and third parties to provide loans to fund operations and provide or pay for professional expenses. At March 31, 2018 we recorded cash of $396 compared to $396 at December 31, 2017. Our total liabilities increased to $315,469 at March 31, 2018 from $305,323 at December 31, 2017. This increase for total liabilities for the 2018 first quarter primarily represents accrued interest of $4,546, accounts payable to vendors of $3,500 and accounts payable of $2,100 for costs provided to or paid by a shareholder on behalf of the Company.

We intend to obtain capital from management, significant stockholders or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.

Results of Operations

We did not record revenues in 2018 or 2017. We recorded general and administrative expense of $5,600 for the 2018 first quarter compared to $5,600 for the 2017 first quarter. The general and administrative expense for the 2018 first quarter primarily reflects the costs for consulting services and fees relied upon for our operations.

Total other expense related to interest expense from notes payable increased to $4,546 for the 2018 first quarter compared to $4,274 for the 2017 first quarter.

Our net loss increased to $10,146 for the 2018 first quarter compared to $9,874 for the 2017 first quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

Commitments and Obligations

At March 31, 2018 we recorded notes payable of $88,500 and notes payable-related party of $138,800. All of the notes payable are non-collateralized, carry interest at 8% and are due on demand. Total accrued interest as of March 31, 2018 on all notes payable was $75,969.

During the 2018 first quarter we recorded accounts payable of $2,100 representing administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company by a more than 5% shareholder, First Equity Holdings Corp. At March 31, 2018 the Company recorded total accounts payable of $8,700 owed to First Equity Holdings Corp.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

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Critical Accounting Policies

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement.

Since we qualify as an “emerging growth company” under the JOBS Act we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

	·	Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	·	Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”;

	·	Obtain shareholder approval of any golden parachute payments not previously approved; and

	·	Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were not effective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

Changes to Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

Part I Exhibits

No.		Description

31.1		Principal Executive Officer Certification

31.2		Principal Financial Officer Certification

32.1		Section 1350 Certification

Part II Exhibits

No.		Description

3(i).1		Articles of Incorporation (Incorporated by reference to exhibit 3.1 of Form 10-SB, filed July 14, 2000)

3(i).2		Wyoming Articles of Domestication, filed November 7, 2016 (Incorporated by reference to exhibit 3(i).2 of Form 10-K, filed March 20, 2017)

3(ii)		Bylaws of WorldNet, dated November 21, 2016 (Incorporated by reference to exhibit 3(ii) of Form 10-K, filed March 20, 2017)

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Label Linkbase Document

101.PRE**		XBRL Taxonomy Presentation Linkbase Document

___________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WORLDNET, INC. OF NEVADA

Date: May 4, 2018	By:	/s/ Brett D. Mayer
		Brett D. Mayer President and Director Principal Financial Officer

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2018

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ___ to ___

WORLDNET INC OF NEVADA 10-Q