Worldnet Inc Of Nevada 10-Q 2012 Q3 Quarterly report

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 September 30, 2012

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)

Nevada	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)

 (435) 674-1282

(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 or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

The number of shares outstanding of the registrant’s common stock as of November 1, 2012 was 18,500,000.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Balance Sheets	4
	Condensed Statements of Operations	5
	Condensed Statements of Cash Flows	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 5.	Other Information	12
Item 6.	Exhibits	12
Signatures		13

2

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

WORLDNET, INC. OF NEVADA

(A Development Stage Company)

Financial Statements

September 30, 2012

(Unaudited)

3

WorldNet, Inc. of Nevada

(A Development Stage Company)

Condensed Balance Sheets

	SEPT 30, 2012			DEC 31, 2011
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	3,835		$	318
Total current assets		3,835			318
TOTAL ASSETS	$	3,835		$	318
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	141,550		$	115,800
Total current liabilities		141,550			115,800
Total liabilities		141,550			115,800
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
Deficit accumulated during the development stage		(203,715	)		(181,482	)
Total stockholders' deficit		(137,715	)		(115,482	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,835		$	318

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

4

WorldNet, Inc. of Nevada

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	FOR THE THREE MONTHS ENDED SEPT 30, 2012			FOR THE THREE MONTHS ENDED SEPT 30, 2011			FOR THE NINE MONTHS ENDED SEPT 30, 2012			FOR THE NINE MONTHS ENDED SEPT 30, 2011			FROM INCEPTION ON MAR 12, 1986 TO SEPT 30, 2012
Revenues	$	0		$	0		$	0		$	0		$	0
Expenses
General and administrative		5,827			1,669			22,233			8,853			203,715
Total expenses		5,827			1,669			22,233			8,853			203,715
Net Operating Loss		(5,827	)		(1,669	)		(22,233	)		(8,853	)		(203,715	)
Loss before income taxes		(5,827	)		(1,669	)		(22,233	)		(8,853	)		(203,715	)
Taxes		0			0			0			0			0
Net loss	$	(5,827	)	$	(1,669	)	$	(22,233	)	$	(8,853	)	$	(203,715	)
Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		18,500,000			18,500,000			18,500,000			18,500,000

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

5

WorldNet, Inc. of Nevada

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	FOR THE NINE MONTHS ENDED SEPT 30, 2012			FOR THE NINE MONTHS ENDED SEPT 30, 2011			INCEPTION ON MAR 12, 1986 TO SEPT 30, 2012
Cash Flows from Operating Activities
Net loss	$	(22,233	)	$	(8,853	)	$	(203,715	)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Shares issued for services		0			0			49,000
Depreciation and amortization		0			0			17,000
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses		0			2,500			0
Increase in accounts payable and accrued expenses		25,750			6,825			141,550
Net cash provided (used) by operating activities		3,517			472			3,835
Cash Flows from Investing Activities
Net cash provided (used) by investing activities		0			0			0
Cash Flows from Financing Activities
Net cash provided (used) by financing activities		0			0			0
Increase (decrease) in cash		3,517			472			3,835
Cash and cash equivalents at beginning of period		318			576			0
Cash and cash equivalents at end of period	$	3,835		$	1,048		$	3,835
Supplemental Cash Flow Information:
Cash paid for interest	$	0		$	0		$	0
Cash paid for income taxes	$	0		$	0		$	0
Non-Cash Investing and Financing Activities
Stock issued for marketing rights	$	0		$	0		$	17,000
Stock issued for services	$	0		$	0		$	49,000

The accompanying notes are an integral part of these financial statements

6

WorldNet, Inc. of Nevada

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2012

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, 2011 Annual Report on Form 10-K.  Operating results for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for year ending December 31, 2012.

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 – 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.

7

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.

8

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

Executive Overview

We are a development stage company that has not recorded revenues for the past two fiscal years.  At September 30, 2012 we had cash of $3,835 and total liabilities of $141,550.  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.

As of the date of this report, our management has not had any 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.  Also, 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.

Management anticipates that the struggling global economy will restrict the cash available for business opportunities and restrict the number of such transactions available to us.  There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.

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.

9

Liquidity and Capital Resources

We have not recorded revenues from operations since inception.  We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon related parties to provide loans to fund operations and provide or pay for professional expenses.  As a result of proceeds received from cash advances received during the 2012 first quarter, at September 30, 2012, our cash increased to $3,835 from $318 at December 31, 2011.  Our total liabilities increased from $115,800 at December 31, 2011 to $141,550 at September 30, 2012 and this increase primarily represents $25,750 for consulting services and administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company by a shareholder.

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 either of the three or nine month periods ended September 30, 2011 or 2012.  General and administrative expense increased from $1,669 for the 2011 third quarter to $5,827 for the 2012 third quarter and general and administrative expense increased from $8,853 for the 2011 nine month period to $22,233 for 2012 nine month period.  The increases in general and administrative expense in the 2012 interim periods primarily reflect increased costs for professional and consulting services relied upon for our operations.

Accordingly, our net loss increased from $1,669 for the 2011 third quarter to $5,827 for the 2012 third quarter and our net loss increased from $8,853 for the 2011 nine month period compared to $22,233 for the 2012 nine month period.  Management expects net losses to continue until we acquire or merge with a business opportunity.

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.

10

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 ineffective 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 September 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

11

PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

On October 1, 2012, we received notification from the Financial Industry Regulatory Authority (“FINRA”) that our common stock was cleared for listing on the OTC Bulletin Board under the symbol “WDNT.”  As of the date of this filing there has not been any trading activity in our common stock.  Our shares of common stock are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule.  The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  These rules may restrict the ability of broker-dealers to trade or maintain a future market in our common stock and may affect the ability of stockholders to sell their shares.

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)	Articles of Incorporation (Incorporated by  reference to exhibit 3.1  of Form 10-SB, filed July 14, 2000)
3(ii)	Bylaws of WorldNet  (Incorporated by reference to exhibit 3.2 to Form 10-SB, filed July 14, 2000)
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

12

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:  November 7, 2012	By:	/s/ Donald R. Mayer
		Donald R. Mayer
		President and Director
		Principal Financial Officer

 13