U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

OR

[ ] 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: 0-30639

                                    WORLD AM, INC.
                (Exact Name of Company as Specified in its Charter)

                Nevada                                         90-0142757
(State or Other Jurisdiction of Incorporation               (I.R.S. Employer
             or Organization)                               Identification No.)

4040 MacArthur Boulevard, Suite 240, Newport Beach, California   92660
                      (Address of Principal Executive Offices)

                                    (949) 955-2721
                              (Company's Telephone Number)

      ______________________________________________________________
    (Former Name, Former Address, and Former Fiscal Year, if Changed Since
                                   Last Report)

     Indicate by check mark whether the Company (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 Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes     X       No            .

     Indicate by check mark whether the Company is a shell company (as
defined in Rule 12b-2 of the Exchange Act): Yes            No     X

     As of September 30, 2005, the Company had 81,980,858 (1) shares of
common stock issued and outstanding.

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

(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.

                                   TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                           PAGE

         ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                  CONDENSED CONSOLIDATED BALANCE
                  SHEET AS OF SEPTEMBER 30, 2005                            3

                  CONDENSED CONSOLIDATED STATEMENTS
                  OF OPERATIONS FOR THE THREE AND NINE MONTHS
                  ENDED SEPTEBMER 30, 2005 AND SEPTEMBER 30, 2004           5

                  CONDENSED CONSOLIDATED STATEMENTS
                  OF CASH FLOWS FOR NINE MONTHS ENDED
                  SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004                 6

                  NOTES TO CONDENSED CONSOLIDATED
                  FINANCIAL STATEMENTS                                      8

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS            16

         ITEM 3.  CONTROLS AND PROCEDURES                                  26

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS                                        27

         ITEM 2.  UNREGISTERED SALES OF EQUITY
                  SECURITIES AND USE OF PROCEEDS                           28

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                          29

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                      29

         ITEM 5.  OTHER INFORMATION                                        29

         ITEM 6.  EXHIBITS                                                 29

SIGNATURE                                                                  29

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                                    WORLD AM, INC.
                         CONDENSED CONSOLIDATED BALANCE SHEET
                                   SEPTEMBER 30, 2005
                                      (Unaudited)

                                         ASSETS

Current assets
Cash                                                             $     2,293
Accounts receivable, net                                              38,577
Inventory                                                             14,430

Total current assets                                                  55,300

Fixed assets, net                                                     16,879

Technology licenses and options                                    1,063,992
Other assets                                                          11,860

Total assets                                                       1,148,031

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                             207,339
Due to stockholders                                                  535,946
Payroll taxes payable                                                268,883
Settlement liability - short-term                                     29,000
Line of credit                                                         7,716
Notes payable                                                        113,900
Convertible note payable, net of discount of $0.00                    30,000
Capital lease obligation                                               8,175

Total current liabilities                                          1,200,959

Settlement liability - long-term                                      87,000

Total liabilities                                                  1,287,959

Commitments and contingencies                                             --

Stockholders' deficit
Class A preferred stock; $0.0001 par value;
40,000,000 shares
authorized 1,370 shares issued and no
shares outstanding                                                        --
Class B preferred stock; $0.0001 par value;
40,000,000 shares
authorized 55 shares issued and outstanding                               --
Common stock; $0.0001 par value; 1,500,000,000
shares authorized
81,980,858 (1) shares issued and outstanding                           8,197
Additional paid-in capital                                        10,682,981
Receivable related to issuance of common stock                      (220,000)
Accumulated deficit                                              (10,611,106)

Total stockholders' deficit                                         (139,928)

Total liabilities and stockholders' deficit                        1,148,031

(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.

The accompanying notes are an integral part of these financial statements


                                  WORLD AM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                       Three Months Ended September 30,    Nine Months Ended September 30,
                                            2005             2004               2005            2004
                                                                                              (RESTATED)
<S>                                         <C>              <C>                <C>             <C>
Revenues                                    $   101,763      $   151,768        $   395,791    $   329,989
Cost of revenues                                 97,119           34,168            282,556        127,760
Gross profit                                      4,644          117,600            113,235        202,229

General and administrative                      610,136          436,625          1,622,192      1,696,948

Loss from operations                           (605,492)        (319,025)        (1,508,957)    (1,494,719)

Other income (expense)
Other income/(Loss)                                (785)           5,335              2,989         14,954
Interest income                                       0                2                  1            165
Settlement loss                                (116,000)              --           (116,000)            --
Interest expense                                 (2,298)            (550)           (35,057)          (886)

Total other income (expense)                   (119,083)           4,787           (148,067)        14,233

Loss before provision for income taxes         (724,575)        (314,238)        (1,657,024)    (1,480,486)

Provision for income taxes                           --               --                 --             --

Net loss                                       (724,575)        (314,238)        (1,657,024)    (1,480,486)

Basic and diluted loss per common share           (0.01)           (0.03)             (0.05)         (0.17)

Basic and diluted weighted average common
shares outstanding (1)                       59,962,033        9,918,384         32,051,826      8,668,483
</TABLE>


(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.

The accompanying notes are an integral part of these financial statements


                                   WORLD AM, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)


                                                         Nine Months Ended
                                                           September 30,
                                                         2005          2004
                                                                    (RESTATED)

Cash flows from operating activities:
Net loss                                             $(1,657,024)  $(1,480,486)

Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation                                                4,073          908
Stock issued for services                                 983,592      706,796

Amortization of prepaid services related to
issuance of common stock                                       --      265,550
Amortization of discount on convertible note payable       30,000           --
Settlement loss                                           116,000           --
Changes in operating assets and liabilities:
Change in accounts receivable, net                         (7,988)      27,467
Change in inventory                                        14,693      (38,890)
Change in other assets                                     (9,571)       3,014
Change in accounts payable and accrued liabilities         80,442      134,446
Change in taxes payable                                     4,283      (29,286)

Net cash used in operating activities                    (441,500)    (410,481)

Cash flows from investing activities:
Cash acquired in acquisition of Senz-It, Inc.               1,546           --
Purchase of fixed assets                                   (1,040)     (15,079)

Net cash provided by (used in) investing activities           506      (15,079)

Cash flows from financing activities:
Change in due to related parties                          232,041       72,914
Proceeds from exercise of employee options                 23,058       33,558
Proceeds (payments) from line of credit                     2,866          171
Proceeds from notes payable                               126,291       10,000
Proceeds from convertible note payable                     30,000           --
Principal payments on note payable                         (6,000)     (14,000)
Assumption of capital lease obligation                         --       13,590
Principal payments on capital lease obligations            (2,964)      (1,428)
Proceeds related to stock options exercised in 2003
recorded as receivable related to the issuance of
common stock                                                   --      120,000

Net cash provided by financing activities                 405,292      234,805

Net change in cash                                        (35,702)    (190,755)

Cash, beginning of period                                  37,995      229,069

Cash, end of period                                         2,293       38,314

Supplemental disclosure of cash flow information:
Cash paid for income taxes                                     --           --

Cash paid for interest                                         --          336

Schedule of non-cash operating,
investing and financing activities:
Acquisition of Senz-It, Inc. licenses and options      (1,063,992)          --

Acquisition of Senz-It, Inc. other
assets and liabilities                                    (18,545)          --

Issuance of 55 shares of Class B
preferred stock                                           547,462           --

Issuance of warrants for the purchase of
18,000,000 shares of common stock                         497,985           --

Issuance of 627,750 (1) shares of
common stock for prepaid services                              --      265,550

Issuance of 300,000 (1) shares of
common stock for receivable                                    --      220,000

Warrants recorded as discount on
convertible note payable                                   30,000           --

652,175 shares of common stock
issued in satisfaction of notes payable                    17,391           --

(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.


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


                                   WORLD AM, INC.
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The interim consolidated financial statements present the balance
sheet, statements of operations, stockholders' equity and cash flows
of World Am, Inc. and its subsidiary ("Company").  All significant
intercompany balances have been eliminated in consolidation.

The interim consolidated financial information is unaudited.  In the
opinion of management, all adjustments necessary to present fairly the
financial position as of September 30, 2005 and the results of
operations and cash flows presented herein have been included in the
consolidated financial statements. Interim results are not necessarily
indicative of results of operations for the full year.

The accompanying consolidated financial statements have been prepared
in accordance with Securities and Exchange Commission requirements for
interim financial statements. Therefore, they do not include all of
the information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements. The financial statements should be read in conjunction
with the Form 10-KSB, as amended on October 14, 2005, for the year
ended December 31, 2004 of the Company.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 Company incurred a net loss of approximately $1,657,000 for the
nine months ended September 30, 2005 and the Company's current
liabilities exceed its current assets by approximately $1,146,000.
The accumulated deficit was approximately $10,611,000 as of September
30, 2005.  These factors create substantial doubt about the Company's
ability to continue as a going concern. The Company's management has
plans to promote its services, gain clients and expand its
relationships with current clients.  The Company is also seeking
additional sources of capital through the issuance of debt and equity
financing, but there can be no assurance that the Company will be
successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent
on additional sources of capital and the success of the Company's
plan.  The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock-Based Compensation - The Company applies Accounting Principles
Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees, and Related Interpretations", in accounting for stock
options issued to employees.  Under APB No. 25, employee compensation
cost is recognized when estimated fair value of the underlying stock
on date of the grant exceeds exercise price of the stock option.  For
stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, "Accounting for Stock-Based Compensation".  SFAS
No 123 requires the recognition of compensation cost using a fair
value based method whereby compensation cost is measured at the grant
date based on the value of the award and is recognized over the
service period, which is usually the vesting period.  The Company uses
the Black-Scholes pricing model to calculate the fair value of options
and warrants issued to non-employees.  Stock issued for compensation
is valued using the market price of the stock on the date of the
related agreement.

The fair value under SFAS No. 123 is the same as the value as
calculated under APB No. 25 due to the immediate conversion by
employees upon grant of options.

Revenue Recognition - Sales and construction of customized commercial
products are recognized under the percentage-of-completion basis when:
(a)  contracts executed by the parties normally include provisions
that clearly specify the enforceable rights regarding goods or service
to be provided and received by the parties, the consideration to be
exchanged, and the manner and terms of settlement; (b) the buyer can
be expected to satisfy his obligations under the contract; (c) the
Company can be expected to perform our contractual obligations; and
(d) the Company can make reasonably dependable estimates of costs to
complete and the extent of progress toward completion.  The Company
measures the extent of progress toward completion by using a ratio of
costs incurred to total estimated costs.  The effects of changes in
the estimates, if any, are reported in the period of change and
subsequent periods.  Contracts not meeting the above criteria are
reported on the completed contract method.  All other sales of
products are recognized upon delivery.

Stock Split/Dividend - The Company did a one for one hundred reverse
split effective on January 21, 2005, and a three for two stock
dividend effective on August 15, 2005.  All share and per share
amounts in the accompanying financial statements of the Company and
notes thereto have been retroactively adjusted to give effect to the
these actions.

Reclassification - Certain prior year balances have been reclassified
to conform to the current year presentation, which have no effect on
net income.

Inventory - Inventory is stated at the lower of cost or market.  Cost
is principally determined by using the average cost method.  Inventory
consists of raw materials as well as finished goods held for sale.
The Company's management monitors the inventory for excess and
obsolete items and makes necessary valuation adjustments when required.

NOTE 4 - ACQUISITION OF SENZ-IT, INC.

In the quarter ended September 30, 2005, the Company acquired Senz-It,
Inc. in exchange for 100% of Senz-It, Inc.'s issued and outstanding
capital stock under the terms of a Share Exchange Agreement.  The
Company issued a warrant for 18,000,000 shares of its common stock and
55 shares of Class B convertible preferred stock to SUTI Holdings LP
("SUTI"), owner of Senz-It, Inc.  The exercise price of the common
shares under the warrant is $0.0001 per share.  The warrant vests
immediately and will expire in August 2010.  Each share of Class B
preferred stock is convertible into the greater of (a) that number of
shares of common stock of the Company equal to 1% of the outstanding
shares of common stock of the Company as of the date of the
conversion, after giving consideration to the shares issued as a
result of the conversion, any options, warrants, or other convertible
securities then outstanding, and any other securities issued
simultaneously on the date of conversion, or (b) 7,272,728 shares of
common stock.  See Note 14.

Under this agreement, SUTI is entitled to select three directors for
the Company's board of directors.  Select University Technologies,
Inc., the general partner of SUTI, has been hired to manage all
operations of Senz-It, Inc.

Through the acquisition of Senz-It, Inc., the Company acquired
$(16,973) in fair value of assets and recorded $1,063,992 in
technology licenses and options.  In connection with this
acquisition, the Company accrued a finder's fee of $71,000 to a
consultant.  This fee comprises a cash payment of $50,000 and the
issuance of approximately 5,250,000 shares of common stock, valued at
$21,000 on September 30, 2005.

Management is still considering certain accounting issues related to
this acquisition, and expects these issues to be resolved for
presentation in the December 31, 2005 audited financial statements

NOTE 5 - INVENTORY

Inventory totaling $14,430 consists of raw materials.

NOTE 6 - DUE TO STOCKHOLDERS

Due to stockholders totaling $535,946 as of September 30, 2005 consist
of a $2,000 loan from the Company's former president, James Alexander,
a $6,000 loan from a stockholder, and unreimbursed expenses and
accrued wages and professional fees to various stockholders and
employees totaling $527,946.  All loans are unsecured, bearing no
interest and due on demand.

NOTE 7 - PAYROLL TAXES PAYABLE

As of September 30, 2005, payroll taxes payable consists of late
payroll taxes for both payroll and stock option activity totaling $268,883.

NOTE 8 - SETTLEMENT LIABILITY

On January 30, 2004, a complaint was filed in the District Court of
Adams County, Colorado: Robert Hainey and Internet Marketing
Solutions, Inc. v. World Am Communications, Inc. and Isotec, Inc.  The
complaint, which has causes of action for breach of contract and
unjust enrichment, alleges that the defendants failed to pay the
plaintiffs for certain consulting and public relations and related
work, reimbursement of certain business expenses incurred on behalf of
the defendants, and to repay a loan made by the plaintiffs to the
defendants.  The complaint sought total monetary damages of
approximately $308,000.

On July 27, 2005, the Company settled this matter.  Under the terms of
this settlement, the Company is obligated to pay the sum of $116,000
over a period of four years in semi-annual installments, beginning on
October 1, 2005.  The plaintiffs are obligated to pay the Company the
sum of $2,000 per installment payment to reimburse it for
administrative costs in connection with the payment.  Accordingly, the
Company recorded a settlement liability and a settlement loss totaling
$116,000, with $29,000 recorded as short-term or amounts due within
one year and $87,000 recorded as long-term.  The first payment was
scheduled for October 1, 2005, but was not made.

As of September 30, 2005, future payments on the settlement
liabilities are as follows:

October 1, 2005 through December 31, 2005                   $ 14,500
2006                                                          29,000
2007                                                          29,000
2008                                                          29,000
2009                                                          14,500

                                                            $116,000

NOTE 9 - LINE OF CREDIT

The Company has a line of credit through a credit card company with a
credit line up to $8,260 with an annual variable rate (24.91% at
September 30, 2005).  As of September 30, 2005, the balance on the
line of credit totaled $7,716.

NOTE 10 - NOTES PAYABLE

In June 2003, pursuant to a dismissal of action by a certain
individual, the Company entered into a promissory note agreement
totaling $30,000 with the individual.  The note is unsecured, bears no
interest (1.25% interest in the event of default), is payable in
monthly principal only installments of $1,000, and matures December
2005.  As of September 30, 2005, the remaining portion of the note
payable totals $5,000.

During June 2005, the Company received a $4,500 loan from an entity.
The note is unsecured, bears no interest, and is due on demand.
During April and May 2005, the Company received $20,000 and $15,000
loans, respectively, from an individual.  The notes are unsecured,
bearing interest at 10% per annum, and due on demand.  During May
2005, the Company issued stock in satisfaction of $17,391 of the
$20,000 note.  Accordingly, as of June 30, 2005, the remaining balance
of the notes total $17,609.

In February 2005, the Company entered into a factoring and Security
Agreement for up to $75,000.  This amount has been used through a
$30,000 convertible note payable to the owner of the creditor (see
Note 10), and for accounts receivable factoring.  The factoring is
secured by specifically identified accounts receivable; the factored
amounts are charged fees and interest on a sliding scale.  The amount
owed for factoring at September 30 was $46,000.  The total usage of
the line of credit was $76,000 at September 30, exceeding the credit
line by $1,000.

In September 2005, the Company entered into a customer purchase order
financing arrangement with a certain entity.  There is no specific
credit limit to this arrangement; customers' purchase orders are
approved individually.  The financing is secured by specifically
identified accounts receivable; the financed amounts are subject to
fees and interest on a sliding scale.  At September 30, the amount
financed under this arrangement was $20,791.

NOTE 11 - CONVERTIBLE NOTE PAYABLE

During February 2005, the Company issued a $30,000 convertible note
payable to an individual (see Note 9).  The convertible note is due on
demand, is unsecured, and bearing interest at 10%.  The note is
convertible by the holder prior to maturity, in multiples of $1,000
principal amount, into shares of the Company's common stock.  The
number of shares of the Company's common stock shall be determined by
dividing the principal amount to be converted by the lowest bid price
of the Company's common stock during the 180-day period following the
issuance of the note.  In the event the holder converts prior to the
end of the pricing period, the number of shares of the Company's
common stock shall be determined by dividing the principal amount to
be converted by the lowest reported bid price of the Company's common
stock between the date of issuance of the note and date of conversion.

The holder of the convertible note also received warrants to purchase
shares of the Company's common stock that expire during February 2008.
The number of warrants to be received by the holder shall be
determined by dividing the purchase price of the Units ($10,000) by
the lowest bid price of the Company's Common stock during the thirty
(30) day period following the pricing period.  In the event the holder
exercises prior to the end of the pricing period, the number of shares
of the Company's common stock that may be acquired upon exercise of
the warrant shall be determined by dividing the purchase price of the
warrant by the lowest reported bid price of the Company's common stock
between the date of grant and the date of exercise of the warrant.
The Company recorded the value of the warrants totaling $30,000 as a
discount on the convertible note payable that has been fully accreted
as of June 30, 2005.

NOTE 12 - CAPITAL LEASE OBLIGATION

The Company is obligated under a capital lease for manufacturing
equipment.  For financial reporting purposes, minimum lease payments
relating to the equipment have been capitalized.  The capital lease
obligation totaling $10,300 requires twelve minimum monthly lease
payments of $425 and a final payment of $9,450, with an imputed
interest rate of 8.5%.  The future minimum lease payments required
under the capital lease obligation as of September 30, 2005, are as
follows:

October 1, 2005 through December 31, 2005                     $ 8,600
Less: amount representing interest                                425

Present value of minimum lease payments                       $ 8.175

NOTE 13 - EMPLOYEE STOCK INCENTIVE PLAN

On January 22, 2001, the Company adopted an Employee Stock Incentive
Plan (the Company adopted Amendment No. 3 to this plan on July 15,
2004).  This plan is intended to allow directors, officers, employees,
and certain non-employees of the Company to receive options to purchase
company common stock.  The purpose of this plan is to provide these
persons with equity-based compensation incentives to make significant
and extraordinary contributions to the long-term performance and growth
of the company, and to attract and retain employees.  All 110,000,000
shares of common stock authorized under this plan have been registered
as a result of Form S-8's filed with the SEC (the most recent being in
August 2004).  The options are exercisable at 65% of the fair market
value of the Company's common stock on the date the stock option is granted.

During the nine months ended September 30, 2005, the Company granted
options to purchase 269,650 shares (post reverse split) of the
Company's common stock valued at $13,968 under APB No.25.  All options
were immediately exercised for cash totaling $23,058.

NOTE 14 - PREFERRED STOCK

(a)  During June 2004, the Company entered into a loan agreement with
Mercatus & Partners, LLC ("Lender") whereby the Lender agreed to use
its best efforts to provide the Company a loan in the maximum amount
of $2,000,000 subject to certain terms and conditions. The Company
agreed to issue 1,370 shares of Class A Preferred stock that is
convertible to common stock at a ratio of 1-to-1,000,000 as collateral
on the loan.  The shares were issued during June 2004 and recorded
them as issued but not outstanding as of June 30, 2005. The lender did
not fund the loan and accordingly, the Company provided a written
demand for the return of the shares, as provided in the loan agreement.

During May 2005, the Lender assigned all rights set forth in the loan
agreement to Coldwater Capital Partners, LLC, including the 1,370
shares of Class A Preferred stock held as collateral on the loan. The
Company has approved this assignment. Through the date of this filing,
the Company has not received funding under the terms of this loan agreement.

(b)  On August 31, 2005, the Company completed a Share Exchange
Agreement (see Note 4) with Senz-It, Inc.  Under this agreement, Senz-
It becomes a wholly owned subsidiary of the Company in exchange for 55
shares of Class B convertible preferred stock (among other
consideration).  Each share of Class B preferred stock is convertible
into the greater of (a) that number of shares of common stock of the
Company equal to 1% of the outstanding shares of common stock of the
Company as of the date of the conversion, after giving consideration
to the shares issued as a result of the conversion, any options,
warrants, or other convertible securities then outstanding, and any
other securities issued simultaneously on the date of conversion, or
7,272,728 shares of common stock.

NOTE 15 - RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's financial statements
management became aware that those financial statements did not
reflect certain account balances properly for the three and nine
months ended September 30, 2004.  Properly accounting of these items
in the revised financial statements has the following effect:



<TABLE>
<CAPTION>
                                                    Nine Months       Nine Months      Restated
                                                       Ended            Ended          Increase
                                                     September        September        (Decrease)
                                                      30, 2004        30, 2004
                                                                     (Restated)
<S>                                                    <C>              <C>               <C>
Revenues                                              $  329,989       $  329,989       $        --

Cost of revenues                                         127,760          127,760                --

Gross profit                                             202,229          202,229                --

Operating expense                                      1,576,948        1,696,948          (120,000)

Loss from operations                                  (1,374,719)      (1,494,710)         (120,000)

Other income                                              14,233           14,233                --

Net loss                                              (1,360,486)      (1,480,486)         (120,000)

Basic and diluted loss per common share                   (0.157)          (0.171)           (0.014)
</TABLE>


During 2003, shares of the Company's common stock issued for options
exercised were recorded as operating expenses, as discussed in Note 14
to the financial statements included in Form 10-KSB, as amended, for
the year ended December 31, 2004. The cash consideration, totaling
$60,000 and $60,000, for the shares issued was received during the
three months ended March 31, 2004 and the six months ended June 30,
2004 and reported as a reduction to operating expenses. The
restatement of the statement of operations for the nine months ended
September 30, 2004 was primarily related to properly reporting the
cash received for options exercised as a reduction to receivable
related to common stock.

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

     The following discussion and analysis of financial condition and
results of operations of the Company is based upon, and should be read
in conjunction with, its unaudited condensed consolidated financial
statements and related notes included elsewhere in this Form 10-QSB,
which have been prepared in accordance with accounting principles
generally accepted in the United States.

Overview.

     The Company has developed and or is in the process of
developing innovative systems and processes in the field of
"Transparent Security" and "Automated Passage Control."  Company
personnel have installed systems for Lawrence Livermore Labs, Mellon
Bank, Wells Fargo Bank the United States Air Force and United States
Department of Energy, among others.  The principal markets for our
products and services remain government and financial institutions.

     The Company believes that its planned growth and
profitability will depend in large part on the ability to promote its
services, gain clients and expand its relationship with current
clients.  Accordingly, the Company intends to focus its attention and
investment of resources in marketing, strategic partnerships, and
development of its client base.  In addition to development of our own
products and services, we have broadened our product offering by
becoming distributors of additional products in our core marketplace
in order to generate additional revenues.  If the Company is not
successful in promoting its services and expanding its client base,
this may have a material adverse effect on its financial condition and
the ability to continue to operate the business.

     On June 10, 2005, the Company entered into Share Exchange
Agreement with Senz-It, Inc., a California corporation ("Senz-It"),
and its shareholder, SUTI Holdings LP ("SUTI").  See Exhibit 10.4.
The definitive agreement was signed on August 31, 2005.  Under the
terms of this agreement, as amended, the Company is to issue the
following in exchange for all 1,000,000 shares of Senz-It common stock
outstanding:

     (a)  A Warrant to purchase a total of 18,000,000 shares of
Company common stock, exercisable at $0.0001 per share for a
period of five years after issuance; and

     (b)  Fifty-five shares of Company Series B preferred stock, each
share of which is convertible, at the option of the holder, at
any time after the issuance of such share into the greater of (i)
1% of the outstanding shares of common stock of the Company then
outstanding, after giving consideration to the shares issued as a
result of the conversion, any options, warrants, or other
convertible securities then outstanding, and any other securities
issued simultaneously on the date of conversion, and (ii)
7,272,728 shares of common stock.

     Each share of Class B preferred stock is entitled to the number of
votes to which the holder would be entitled if it had converted its
shares of Class B preferred stock at the time of voting.

     According to the terms of the Share Exchange Agreement, the
warrants and the preferred stock were issued upon the closing of this
transaction on August 31, 2005.  Under the terms of this agreement,
the Company is obligated, among other things, to raise capital in the
amount of $4,000,000 to support the product development of Senz-It,
Inc. by June 30, 2006.  If sufficient funds are not raised, SUTI has
the right to rescind the Share Exchange Agreement.

     Under this agreement, SUTI is entitled to select three directors
to for the Company's board of directors.  As of June 20, 2005, Select
University Technologies, Inc., the general partner of SUTI, was hired
to manage all operations of Senz-It, Inc. under the terms of a Venture
Acceleration Agreement (see Exhibit 10.7).

     Since this transaction has been completed, Senz-It intends to
exercise the option it holds to enter into an exclusive, royalty-
bearing license with the State University of New York at Buffalo (see
Exhibit 10.6).  This license will cover patents developed by that
university that will enable Senz-It to develop technology with an
entirely new approach to sensing, process monitoring, homeland
security and environmental scanning applications.  When executed, this
license agreement will be disclosed in an amended Form 8-K.

     Fundraising efforts to move Senz-It to an engineering prototype
phase will be initiated during the fourth quarter of 2005.  The
technology represented by Senz-It represents an innovative advancement
in the field of micro-sensors that have applications in homeland
security, indoor air quality monitoring, food processing and health
care.  The products are in the developing field of "electronic noses"
and can identify patterns of molecules present in air or liquid
environments for significantly less cost than current approaches.

     The Company believes its future growth and overall success will
be dependent upon its ability to develop the patent protected
technology represented by the Senz-It transaction.

Results of Operations.

     Subsequent to the issuance of the Company's financial statements
management became aware that those financial statements did not
reflect certain account balances properly for the three and nine
months ended September 30, 2004.  Properly accounting of these items
in the revised financial statements has the following effect:



<TABLE>
<CAPTION>
                                                    Nine Months       Nine Months      Restated
                                                       Ended            Ended          Increase
                                                     September        September        (Decrease)
                                                      30, 2004        30, 2004
                                                                     (Restated)
<S>                                                    <C>              <C>               <C>
Revenues                                             $  329,989        $  329,989        $         --

Cost of revenues                                        127,760           127,760                  --

Gross profit                                            202,229           202,229                  --

Operating expense                                     1,576,948         1,696,948            (120,000)

Loss from operations                                 (1,374,719)       (1,494,710)           (120,000)

Other income                                             14,233            14,233                  --

Net loss                                             (1,360,486)       (1,480,486)           (120,000)

Basic and diluted loss per common share                  (0.157)           (0.171)             (0.014)
</TABLE>


During 2003, shares of the Company's common stock issued for
options exercised were recorded as operating expenses, as discussed in
Note 14 to the financial statements included in Form 10-KSB, as
amended, for the year ended December 31, 2004. The cash consideration,
totaling $60,000 and $60,000, for the shares issued was received
during the three months ended March 31, 2004 and the six months ended
June 30, 2004 and reported as a reduction to operating expenses. The
restatement of the statement of operations for the nine months ended
September 30, 2004 was primarily related to properly reporting the
cash received for options exercised as a reduction to receivable
related to common stock.

(a)  Revenues.

     Revenues for the three months ended September 30, 2005 were
$101,763 as compared to $151,768 for the three months ended September
30, 2004, a decrease of $50,005 or approximately 33%.  Revenues for
the nine months ended September 30, 2005 were $395,791 as compared to
$329,989 (as restated) for the nine months ended September 30, 2004,
an increase of $65,802 or approximately 20%.  These increases were
primarily attributed to the continued efforts by the Company to
complete product development and continue marketing activities to
increase the dealer network and position the Company to participate in
expected market growth.  Although the increased operating revenues
represent an increase in sales, with the absence of additional
operational funding, the Company's ability to continue as a going
concern is still in doubt.

(b)  Cost of Revenues.

     Cost of revenues for the three months ended September 30, 2005
were $97,119 as compared to $34,168 for the three months ended
September 30, 2004, an increase of $62,951 or approximately 184%  Cost
of revenues for the nine months ended September 30, 2005 were $282,556
as compared to $127,760 (as restated) for the nine months ended
September 30, 2004, an increase of $154,796 or approximately 121%.

(c)  General and Administrative Expense.

     General and administrative expenses were $610,136 for the
three months ended September 30, 2005, an increase of $173,511 or
approximately 40%, as compared to $436,625 for the three months ended
September 30, 2004.  The majority of this increase was from legal and
other costs associated with the Senz-It acquisition.  For the nine
months ended September 30, 2005, the general and administrative
expenses were $1,622,192 as compared to $1,696,948 (as restated) for
the nine months ended September 30, 2004, a decrease of $74,756 or
approximately 4%.  The general and administrative expenses reflect the
impact of the use of S-8 stock to compensate needed services by
various professionals in the absence of equity funding.  The Company
plans to continue to pursue revenue growth and expects to utilize a
private placement or other equity offering during 2005, in addition to
utilization of S-8 stock to compensate for certain needed services.

(d)  Net Operating Loss Carryforward.

     For the fiscal year ending December 31, 2004, the Company
had net operating loss carry forward of $8,954,082 as compared with
$7,094,140 for the previous fiscal year.  Realization of deferred tax
assets is dependent upon future earnings, if any, the timing and
amount of which are uncertain.  Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance.  The increase
in net operating loss carry forward is the result of the Company's
operating loss experienced in fiscal 2004.  These carryforwards, if
not utilized to offset taxable income begin to expire in 2009.
Utilization of the net operating loss may be subject to substantial
annual limitation due to the ownership change limitations provided by
the Internal Revenue Code and similar state provisions.  The annual
limitation could result in the expiration of the net operating loss
before utilization.

(e)  Loss from Operations.

     The net loss from operations for the three months ended
September 30, 2005 was $605,492 as compared to $319,025 for the three
months ended September 30, 2004, an increase of $286,467 or
approximately 90%.  The net loss from operations for the nine months
ended September 30, 2005 was $1,508,957 as compared to $1,494,719 (as
restated) for the nine months ended September 30, 2004, an increase of
$14,238 or approximately 1%.  Although the operations are still losing
money, management continues to attempt to slow the rate of loss.

Factors That May Affect Operating Results.

     The operating results of the Company can vary significantly
depending upon a number of factors, many of which are outside its
control.  General factors that may affect the Company's operating
results include:

     - market acceptance of and changes in demand for products and
       services;

     - consolidation in the distributor channel;

     - a small number of customers account for, and may in future
       periods account for, substantial portions of the Company's
       revenue, and revenue could decline because of delays of customer
       orders or the failure to retain customers;

     - gain or loss of clients or strategic relationships;

     - announcement or introduction of new services and products by the
       Company or by its competitors;

     - the ability to build brand recognition;

     - timing of sales to customers;

     - price competition;

     - the ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - the ability to introduce and market products and services in
       accordance with market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Company believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Company intends to invest in marketing, strategic
partnerships, and development of its client base.  If the Company is
not successful in promoting its services and expanding its client
base, this may have a material adverse effect on its financial
condition and the ability to continue to operate the business.

     The Company is also subject to the following specific factors
that may affect its operating results:

(a)  Competition.

     The market for products and services offered by the Company
is highly competitive.  The Company's future success will depend on
its ability to adapt to rapidly changing technologies, evolving
industry standards, product offerings and evolving demands of the
marketplace.

     Some of our competitors have:

     - longer operating histories;

     - larger customer bases;

     - greater name recognition and longer relationships with clients;
       and

     - significantly greater financial, technical, marketing, public
       relations and managerial resources than the Company.

     Competitors may develop or offer services that provide
significant (technological, creative, performance, price) or other
advantages over the products offered by the Company .  If the Company
fails to gain market share or lose existing market share, its
financial condition, operating results and business could be adversely
affected and the value of an investment in the Company could be
reduced significantly.   The Company may not have the financial
resources, technical expertise or marketing, distribution or support
capabilities to compete successfully.

(b)  Technological and Market Changes.

     The markets in which the Company competes are characterized
by technological change, frequent new product introductions, evolving
industry standards and changing needs of customers.  There can be no
assurance that the Company's existing products will continue to be
properly positioned in the market or that the Company will be able to
introduce new or enhanced products into the market on a timely basis,
or at all.  Currently, the Company is focusing on upgrading and
introducing new products.  There can be no assurance that enhancements
to existing products or new products will receive customer acceptance.
As competition in the electronic payments industry increases, it may
become increasingly difficult for the Company to be competitive.

     Risks associated with the development and introduction of
new products include delays in development and changes in payment
processing, and operating system technologies that could require the
Company to modify existing products.  There is also the risk to the
Company that there may be delays in initial shipments of new products.
Further risks inherent in new product introductions include the
uncertainty of price-performance relative to products of competitors,
competitors' responses to the introductions and the desire by
customers to evaluate new products for longer periods of time.

(c)  New Versions of Company's Products May Contain Errors or
Defects.

     The Company's products are complex and, accordingly, may
contain undetected errors or failures when first introduced or as new
versions are released.  This may result in the loss of, or delay in,
market acceptance of the Company's products.  The Company may in the
future discover errors and additional scalability limitations in new
releases or new products after the commencement of commercial
shipments or be required to compensate customers for such limitations
or errors, as a result of which our business, cash flow, financial
condition and results of operations could be materially adversely affected.

(d)  Protection of Proprietary Rights.

     The Company's success and ability to compete will be
dependent in part on the protection of its potential patents,
trademarks, trade names, service marks and other proprietary rights.
The Company intends to rely on trade secret and copyright laws to
protect the intellectual property that it plans to develop, but there
can be no assurance that such laws will provide sufficient protection
to us, that others will not develop a service that is similar or
superior to ours, or that third parties will not copy or otherwise
obtain and use our proprietary information without authorization.  In
addition, certain of the Company's know-how and proprietary technology
may not be patentable.

     The Company may rely on certain intellectual property
licensed from third parties, and may be required to license additional
products or services in the future, for use in the general operations
of its business plan.  The Company currently has no licenses for the
use of any specific products.  There can be no assurance that these
third party licenses will be available or will continue to be
available to the Company on acceptable terms or at all.  The inability
to enter into and maintain any of these licenses could have a material adverse
effect on the Company's business, financial condition or operating results.

     There is a risk that some of the Company's products may
infringe the proprietary rights of third parties.  In addition,
whether or not the Company's products infringe on proprietary rights
of third parties, infringement or invalidity claims may be asserted or
prosecuted against it and it could incur significant expense in
defending them.  If any claims or actions are asserted against us, wet
may be required to modify its products or seek licenses for these
intellectual property rights.  The Company may not be able to modify
its products or obtain licenses on commercially reasonable terms, in a
timely manner or at all.  The Company's failure to do so could have a
negative affect on its business and revenues.

(e)  Economic Conditions.

     The Company's business can be affected by the general
condition of the world economy, as well as by social, political and
military conditions.  In light of the current economic environment
these factors could have a material adverse impact on the Company's
business, operating results, and financial condition and we may
continue to incur losses for the foreseeable future.

(f)  Key Personnel.

     The Company's success is largely dependent on the personal
efforts and abilities of the Company's senior management.  The loss of
certain members of the Company's management could have a material
adverse effect our business and prospects.

     The Company intends to recruit in fiscal year 2005 and 2006
employees who are skilled in the products of the Company.  The failure
to recruit these key personnel could have a material adverse effect on
the Company's business.  As a result, the Company may experience
increased compensation costs that may not be offset through either
improved productivity or higher revenue.  There can be no assurances
that the Company will be successful in retaining existing personnel or
in attracting and recruiting experienced qualified personnel.

(g)  Limitations on Liability and Indemnification.

     The Company's articles of incorporation include provisions to the
effect that we may indemnify any director, officer, or employee.  In
addition, provisions of Nevada law provide for such indemnification,
as well as for a limitation of liability of our directors and officers
for monetary damages arising from a breach of their fiduciary duties.
Any limitation on the liability of any director or officer, or
indemnification of any director, officer, or employee, could result in
substantial expenditures being made by the Company in covering any
liability of such persons or in indemnifying them.

Operating Activities.

     The net cash used in operating activities was $441,500 for
the nine months ended September 30, 2005 as compared to $410,481 (as
restated) for the nine months ended September 30, 2004, an increase of
$31,019 or approximately 8%. The cash outflow resulted from a greater
net loss in 2005, as well as the favorable changes in operating assets
and liabilities.

Liquidity and Capital Resources.

     As of September 30, 2005, the Company had total current assets of
$55,300 and total current liabilities of $1,200,959, resulting in a
working capital deficit of $1,145,659; as of that date, the Company
had cash of $2,293.  During the nine months ended September 30, 2005
and 2004, the Company incurred net losses of $1,657,024 and $1,480,486
(as restated), respectively, and the Company had an accumulated
deficit of $10,611,106 as of September 30, 2005.  These factors raise
substantial doubt as to the Company's ability to continue as a going
concern.  The Company's independent accountants' audit report included
in the Form 10-KSB for the year ended December 31, 2004 includes a
substantial doubt paragraph regarding the Company's ability to
continue as a going concern.

     The accompanying financial statements have been prepared assuming
that the Company continues as a going concern that contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business assuming the Company will continue as a
going concern.  However, the ability of the Company to continue as a
going concern on a longer-term basis will be dependent upon its
ability to generate sufficient cash flow from operations to meet its
obligations on a timely basis, to retain its current financing, to
obtain additional financing, and ultimately attain profitability.

     Our current cash flow from operations will not be sufficient to
maintain our capital requirements for the next twelve months.
Accordingly, the Company will continue raising capital through equity
instruments.  The Company believes it will need to raise up to
$5,000,000 during the next twelve months so it may continue executing
its business plans.  Whereas the Company has in the past raised
capital (in the absence of any equity investment, the Company has
previously relied upon short-term borrowings in the form of purchase
order and invoice factoring), no assurance can be given that these
sources of financing will continue to be available to us and/or that
demand for our equity/debt instruments will be sufficient to meet its
capital needs, or that financing will be available on terms favorable
to the Company.  As of September 30, 2005, the Company had no
significant sources of liquidity.  The financial statements do not
include any adjustments relating to the recoverability and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

     If funding is insufficient at any time in the future, the Company
may not be able to take advantage of business opportunities or respond
to competitive pressures, or may be required to reduce the scope of
its planned product development and marketing efforts, any of which
could have a negative impact on its business, operating results and
financial condition.  In addition, insufficient funding may have a
material adverse effect on the Company's financial condition, which
could require it to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the Company to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale
       of the Company.

     To the extent that the Company raises additional capital through
the sale of equity or convertible debentures, the issuance of such
securities may result in dilution to existing stockholders.  If
additional funds are raised through the issuance of convertible
debentures, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such
debt could impose restrictions on the Company's operations.
Regardless of whether the Company's cash assets prove to be inadequate
to meet the Company's operational needs, the Company may seek to
compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to existing shareholders.

     The net cash provided by financing activities was $405,292 for
the nine months ended September 30, 2005 as compared to $234,805 for
the nine months ended September 30, 2004, an increase of $170,487 or
approximately 73%.  This increase was primarily due to a change in due
to related parties and proceeds from notes payable.

Off Balance Sheet Arrangements.

     The Company does not engage in any off balance sheet arrangements
that are reasonably likely to have a current or future effect on our
financial condition, revenues, results of operations, liquidity or
capital expenditures.

Inflation.

     The impact of inflation on our costs and the ability to pass on
cost increases to its customers over time is dependent upon market
conditions. We are not aware of any inflationary pressures that have
had any significant impact on our operations over the past quarter,
and the Company does not anticipate that inflationary factors will
have a significant impact on future operations.

Other.

     The Company does not provide post-retirement or post-employment
benefits requiring charges under Statements of Financial Accounting
Standards No. 106 and No. 112.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued
Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC has defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Company's most critical accounting policies include: (a) use of
estimates in the preparation of financial statements; (b) stock based
compensation arrangements; and (c) revenue recognition.  The methods,
estimates and judgments the Company uses in applying these most
critical accounting policies have a significant impact on the results
the Company reports in its financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going
basis, the Company evaluates these estimates, including those related
to revenue recognition and concentration of credit risk.  The Company
bases its estimates on historical experience and on various other
assumptions that is believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources.  Actual results may differ from these
estimates under different assumptions or conditions.

(b)  Stock-Based Compensation Arrangements.

     The Company intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and
marketing services.  These issuances will be valued at the fair market
value of the service provided and the number of shares issued is
determined, based upon the open market closing price of common stock
as of the date of each respective transaction.  These transactions
will be reflected as a component of selling, general and
administrative expenses in the accompanying statement of operations.

(c)  Revenue Recognition.

     Sales and construction of customized commercial products are
recognized under the percentage-of-completion basis when: (1)
Contracts executed by the parties normally include provisions that
clearly specify the enforceable rights regarding goods or service to
be provided and received by the parties, the consideration to be
exchanged, and the manner and terms of settlement; (2) the buyer can
be expected to satisfy his obligations under the contract; (3) the
Company can be expected to perform our contractual obligations; and
(4) the Company can make reasonably dependable estimates of costs to
complete and the extent of progress toward completion.  The Company
measures the extent of progress toward completion by using a ratio of
costs incurred to total estimated costs.  The effects of changes in
the estimates, if any, are reported in the period of change and
subsequent periods.  Contracts not meeting the above criteria are
reported on the completed contract method.  All other sales of
products are recognized upon delivery.

Forward Looking Statements.

     Information in this Form 10-QSB contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  When used in this Form 10-QSB, the words "expects,"
"anticipates," "believes," "plans," "will" and similar expressions are
intended to identify forward-looking statements.  These are statements
that relate to future periods and include, but are not limited to,
statements regarding our adequacy of cash, expectations regarding net
losses and cash flow, our need for future financing, our dependence on
personnel, and our operating expenses.

     Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected.  These risks and uncertainties include, but are
not limited to, those discussed above as well as risks set forth above
under "Factors That May Affect Operating Results."  These forward-
looking statements speak only as of the date hereof.  The Company
expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained
herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based.

ITEM 3.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)
that are designed to ensure that information required to be disclosed
in its periodic reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our principal
executive/financial officer, to allow timely decisions regarding
required disclosure.

     As of the end of the period covered by this report, the Company's
management carried out an evaluation, under the supervision and with
the participation of our principal executive/ financial officer, of
our disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) of the Exchange Act).  Based upon the evaluation,
our principal executive/financial officer concluded that the Company's
disclosure controls and procedures were effective at a reasonable
assurance level to ensure that information required to be disclosed by
us in the reports that the Company files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms.  In addition, our
principal executive/financial officer concluded that the Company's
disclosure controls and procedures were effective at a reasonable
assurance level to ensure that information required to be disclosed in
the reports that the Company files or submits under the Exchange Act
is accumulated and communicated to the Company's management, including
our principal executive/financial officer, to allow timely decisions
regarding required disclosure.

     Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, will be or have been detected.
These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of
two or more people, and/or by management override of the control.  The
design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, controls may become
inadequate because of changes in conditions, and/or the degree of
compliance with the policies and procedures may deteriorate.  Because
of the inherent limitations in a cost-effective internal control
system, misstatements due to error or fraud may occur and not be detected.

Changes in Disclosure Controls and Procedures.

     There were no changes in the Company's disclosure controls and
procedures, or in factors that could significantly affect those
controls and procedures, since their most recent evaluation.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Company is not a party to any
material pending legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been threatened.

     (a)  On January 30, 2004, a complaint was filed in the District
Court of Adams County, Colorado: Robert Hainey and Internet Marketing
Solutions, Inc. v. World Am Communications, Inc. and Isotec, Inc.  The
complaint, which has causes of action for breach of contract and
unjust enrichment, alleges that the defendants failed to pay the
plaintiffs for certain consulting and public relations and related
work, reimbursement of certain business expenses incurred on behalf of
the defendants, and to repay a loan made by the plaintiffs to the
defendants.  The complaint sought total monetary damages of
approximately $308,000.

     On July 27, 2005, the Company settled this matter.  Under the
terms of this settlement, the Company is obligated to pay the sum of
$116,000 over a period of four years in semi-annual installments,
beginning on October 1, 2005.  The plaintiffs are obligated to pay the
Company the sum of $2,000 per installment payment to reimburse it for
administrative costs in connection with the payment.  However, the
Company did not make the payment due October 1, 2005; the Company
expects to make this payment in arrears by December 31, 2005.

     (b)  On October 25, 2004, a complaint was filed in the United
States District Court, District of Colorado: Mitchell Vince V. Isotec,
Inc. and World Am, Inc.  The complaint alleges that Isotec terminated
Mr. Vince without cause prior to the expiration of the term of an
alleged employment agreement.  The complaint seeks monetary damages of
$240,000.  The Company has retained counsel in the matter and
responsive pleadings have been filed.

     Management believes the Company has meritorious claims and
defenses to the plaintiffs' claims and ultimately will prevail on the
merits.  However, this matter remains in the early stages of
litigation and there can be no assurance as to the outcome of the
lawsuit.  Litigation is subject to inherent uncertainties, and
unfavorable rulings could occur.  Were unfavorable rulings to occur,
there exists the possibility of a material adverse impact of money
damages on the Company's financial condition, results of operations,
or liquidity of the period in which the ruling occurs, or future periods.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     None.  In addition, there were no purchases of common stock of
the Company by the Company or its affiliates during the three months
ended September 30, 2005.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None

ITEM 5.  OTHER INFORMATION.

Subsequent Events.

     (a)  On November 7, 2005, the Company's board of directors
appointed Robert A. Hovee as chairman of the board of directors and
chief executive officer of the company.  Upon this appointment, James
H. Alexander resigned as president and chief executive officer of the
Company.

     (b)  On November 10, 2005, the Company's board of directors
appointed David J. Barnes and James R. Largent to the board of
directors.

     (c)  Mr. Alexander, who previously resigned as president/chief
executive officer, decided to resign as a director of the Company,
effective on November 11, 2005, in order to pursue other interests.

ITEM 6.  EXHIBITS.

     Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

                                  SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       World Am, Inc.



Dated: November 28, 2005               By: /s/ Robert A. Hovee
                                       Robert A. Hovee
                                       Chief Executive Officer
                                       (principal executive/financial officer)

                                   EXHIBIT INDEX

Number        Description

2.1     Agreement and Plan of Merger between the Company and Allmon
        Corporation, dated May 11, 2000 (incorporated by reference
        to Exhibit 2.1 of the Form 8-K12g-3 filed on May 16, 2000).

2.2     Stock Purchase Agreement between the Company, Isotec,
        Incorporated, and selling shareholders, dated February 22,
        2000 (incorporated by reference to Exhibit 2.2 of the Form
        10-QSB filed on May 21, 2001).

2.3     Share Exchange Agreement between the Company and World Am
        Security Venture Company, Ltd., dated May 18, 2004
        (incorporated by reference to Exhibit 2 of the Form 8-K
        filed on May 26, 2004).

3.1     Articles of Incorporation, dated July 5, 2002 (incorporated
        by reference to Exhibit 3.1 of the Form 10-QSB/A filed on
        February 5, 2004).

3.2     Certificate of Amendment to Articles of Incorporation, dated
        August 20, 2002 (incorporated by reference to Exhibit 3.2 of
        the Form 10-QSB/A filed on February 5, 2004).

3.3     Certificate of Amendment to Articles of Incorporation, dated
        December 20, 2002 (incorporated by reference to Exhibit 3.3
        of the Form 10-QSB/A filed on February 5, 2004).

3.4     Certificate of Amendment to Articles of Incorporation, dated
        August 2, 2004 (incorporated by reference to Exhibit 3.4 of
        the Form 10-QSB filed on August 20, 2004).

3.5     Certificate of Amendment of Articles of Incorporation, dated
        November 8, 2004 (incorporated by reference to Exhibit 3.1
        of the Form 8-K filed on November 16, 2004).

3.6     Certificate of Amendment of Articles of Incorporation, dated
        December 1, 2004 (incorporated by reference to Exhibit 3.2
        of the Form 8-K filed on November 16, 2004).

3.7     Bylaws, dated May 15, 2000 (incorporated by reference to
        Exhibit 3.2 of the Form 8-K12g-3 filed on May 16, 2000).

4.1     Employee Stock Incentive Plan, dated January 22, 2001
        (incorporated by reference to Exhibit 4.1 of the Form S-8
        filed on January 29, 2001).

4.2     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated January 5, 2001 (incorporated by reference to Exhibit
        4.2 of the Form S-8 filed on January 29, 2001).

4.3     Common Stock Purchase Agreement between the Company and Four
        Way Associates, Inc., dated June 1, 2001 (incorporated by
        reference to Exhibit 4.3 of the Form SB-2 filed on August 28, 2001).

4.4     Amended and Restated Employee Stock Incentive Plan, dated
        November 20, 2001 (incorporated by reference to Exhibit 4.1
        of the Form S-8 POS filed on January 31, 2002).

4.5     Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan, dated November 20, 2001 (incorporated
        by reference to Exhibit 4.2 of the Form S-8 POS filed on
        January 31, 2002).

4.6     2002 Non-Employee Directors and Consultants Retainer Stock
        Plan, dated September 12, 2002 (incorporated by reference to
        Exhibit 4 of the Form S-8 filed on September 18, 2002).

4.7     2002 Stock Compensation Plan, dated December 16, 2002
        (incorporated by reference to Exhibit 4 of the Form S-8
        filed on December 23, 2002)

4.8     2003 Consultants Stock Compensation Plan dated August 19,
        2003 (incorporated by reference to Exhibit 4 of the Form S-8
        filed on August 22, 2003).

4.9     2003  Non-Qualified  Stock  Option  Plan, dated September
        29, 2003  (incorporated by reference to Exhibit 4 of the
        Form S-8 filed on October 1, 2003).

4.10    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 2), dated February 10,
        2004 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on February 13, 2004).

4.11    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 3), dated June 1, 2004
        (incorporated by reference to Exhibit 4 of the Form S-8 POS
        filed on June 10, 2004).

4.12    Amended and Restated Employee Stock Incentive Plan
        (Amendment No. 2), dated July 15, 2004 (incorporated by
        reference to Exhibit 4 of the Form S-8 POS filed on August
        6, 2004).

4.13    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 4), dated October 12,
        2004 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on October 19, 2004).

4.14    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 5), dated December 1,
        2004 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on December 13, 2004).

10.1    Employment Agreement between the Company and James
        Alexander, dated February 20, 2002 (incorporated by
        reference to Exhibit 10.4 of the Form 10-QSB filed on May
        14, 2002).

10.2    Amendment A to Employment Agreement between the Company and
        James Alexander, dated as of February 20, 2002 (incorporated
        by reference to Exhibit 10.1 of the Form 10-KSB filed on
        April 11, 2003).

10.3    Amendment B to Employment Agreement between the Company and
        James Alexander, dated January 15, 2004 (incorporated by
        reference to Exhibit 10.3 of the Form 10-KSB filed on April
        20, 2004).

10.4    Share Exchange Agreement between the Company, on the one
        hand, and Senz-It, Inc. and the shareholder of Senz-It, on
        the other hand, dated June 10, 2005 (including the
        following: Exhibit A: Shares to be Issued; Exhibit B:
        Warrant; Exhibit C: Series B Preferred Stock Certificate of
        Designation; and Exhibit I: Funding Schedule) (not including
        the following: Exhibit D: World Am, Inc. Officer's
        Certificate; Exhibit E: Senz It, Inc. Officer's Certificate;
        Exhibit F: Senz It Financial Statements; Exhibit G: Senz It
        Contracts; Exhibit H: World Am Contracts; Exhibit J: Form 8-
        K; Exhibit K: Press Release; Schedule 5.7: Taxes; and
        Schedule 5.9: Legal Proceedings) (incorporated by reference to
        Exhibit 10.1 of the Form 8-K/A filed on September 7, 2005).

10.5    First Amendment to Share Exchange Agreement between the
        Company, on the one hand, and Senz-It, Inc. and the
        shareholder of Senz-It, on the other hand, dated August 31,
        2005 (incorporated by reference to Exhibit 10.2 of the Form 8-K/A
        filed on September 7, 2005).

10.6    Option to Exclusive License Agreement between Senz-It Inc.
        and The Research Foundation of State University of New York,
        dated June 20, 2005 (incorporated by reference to Exhibit 10.3
        of the Form 8-K/A filed on September 7, 2005).

10.7    Venture Acceleration Agreement between Senz-It, Inc. and
        Select University Technologies, Inc., dated June 20, 2005
        (incorporated by reference to Exhibit 10.4 of the Form 8-K/A
        filed on November 28, 2005).

14      Code of Business Conduct and Ethics, adopted by the
        Company's board of directors (incorporated by reference to
        Exhibit 14 of the Form 10-KSB filed on April 20, 2004).

16      Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on July 12, 2004).

21      Subsidiaries of the Company (incorporated by reference to
        Exhibit 21 of the Form 10-KSB filed on April 16, 2002).

23      Consent of Independent Registered Public Accounting Firm
        (incorporated by reference to Exhibit 23 of the Form 10-KSB
        filed on April 21, 2005).

31      Rule 13a-14(a)/15d-14(a) Certification of Robert A. Hovee
        (filed herewith).

32      Section 1350 Certification of Robert A. Hovee (filed herewith).

99.1    Press release issued by the Company, dated October 7, 2003
        (incorporated by reference to Exhibit 99 of the Form 8-K
        filed on December 30, 2003).

99.2    Press release issued by the Company, dated May 26, 2004
        (incorporated by reference to Exhibit 99 of the Form 8-K
        filed on May 26, 2004).

99.3    Confirmation of Provisional Patent Application, dated
        September 2, 2004 (incorporated by reference to Exhibit 99.3
        of the Form 10-KSB filed on April 21, 2005).

99.4    Confirmation of Provisional Patent Application, dated
        September 2, 2004 (incorporated by reference to Exhibit 99.4
        of the Form 10-KSB filed on April 21, 2005).

99.5   Press release issued by the Company, dated June 13, 2005
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on June 16, 2005).

99.6   Press Release issued by the Company, dated August 9, 2005
       (incorporated by reference to Exhibit 99.2 of the Form 8-K/A
       filed on September 7, 2005).

99.7   Press Release issued by the Company, dated September 7, 2005
       (incorporated by reference to Exhibit 99.3 of the Form 8-K/A
       filed on September 7, 2005).

99.8   Press Release issued by the Company, dated November 7, 2005
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on November 14, 2005).

99.9   Press Release issued by the Company, dated November 14, 2005
       (incorporated by reference to Exhibit 99 of the Form 8-K
       filed on November 16, 2005).