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 MARCH 31, 2004

                                         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 COMMUNICATIONS, INC.
               (Exact Name of Registrant as Specified in its Charter)

               Nevada                                           44-5105536
(State or Other Jurisdiction of Incorporation                 (I.R.S. Employer
             or Organization)                               Identification No.)

     1400 West 122nd Avenue, Suite 104, Westminster, Colorado           80234
         (Address of Principal Executive Offices)                     (Zip Code)

                   Registrant's telephone number:  (303) 452-0022

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

     Securities registered pursuant to Section 12(g) of the Act: Common
                           Stock, $0.0001 Par Value

     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) been subject to such filing requirements for the past 90 days.
Yes     X       No            .

     As of March 31, 2004, the Registrant had 533,033,232 shares of
common stock issued and outstanding.

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

                                   TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                             PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              REPORT ON REVIEW BY INDEPENDENT
              CERTIFIED PUBLIC ACCOUNTANT                                      3

              CONSOLIDATED BALANCE SHEET AS OF
              MARCH 31, 2004                                                   4

              CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED
              MARCH 31, 2004 AND MARCH 31, 2003                                5

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THREE MONTHS ENDED
              MARCH 31, 2004 AND MARCH 31, 2003                                6

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                       7

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                              8

     ITEM 3.  CONTROLS AND PROCEDURES                                         16

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                               17

     ITEM 2.  CHANGES IN SECURITIES                                           17

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                 17

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             17

     ITEM 5.  OTHER INFORMATION                                               17

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                18

SIGNATURES                                                                    18

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

            REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To the Board of Directors
World Am Communications, Inc.
Westminster, Colorado

We have reviewed the accompanying consolidated balance sheet of World
Am Communications, Inc. as of March 31, 2004 and the related
consolidated statements of operations and cash flows for the three-
month periods ended March 31, 2004 and 2003 included in the
accompanying Securities and Exchange Commission Form 10-QSB for the
period ended March 31, 2004.  These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with
U.S. generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements as a
whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying financial statements for them
to be in conformity with U.S. generally accepted accounting
principles.

We have previously audited, in accordance with U.S. generally accepted
auditing standards, the consolidated balance sheet as of December 31,
2003, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended (not
presented herein).  In our report dated March 29, 2004, we expressed
an unqualified opinion on those financial statements.  In our opinion,
the information set forth in the accompanying balance sheet as of
March 31, 2004 is fairly stated in all material respects in relation
to the balance sheet from which it has been derived.


/s/  Michael Johnson & Co., LLC.
Michael Johnson & Co., LLC.
Denver, Colorado
May 14, 2004


                           WORLD AM COMMUNICATIONS, INC.
                            CONSOLIDATED BALANCE SHEET
                                  MARCH 31, 2004
                                    (Unaudited)

ASSETS:

Current Assets:
   Cash                                                          $    164,546
   Accounts receivable                                                 54,838
   Inventory                                                           26,121
   Other assets                                                         4,138
      Total Current Assets                                            249,643

Property and Equipment:
   Office equipment and computers                                      11,376
   Less accumulated depreciation                                       (8,289)
   Property and equipment, net                                          3,087

Total Assets                                                          252,730

                LIABILITIES AND STOCKHOLDERS'  DEFICIT:

Current Liabilities:
   Accounts payable                                                   131,765
   Accrued salaries                                                         -
   Taxes payable                                                      214,779
   Lines of credit                                                      2,686
   Notes payable - current portion                                          -
      Total Current Liabilities                                       349,230

Stockholders'  Deficit:
    Preferred stock,  $0.0001 par value,
80,000,000 shares authorized, none issued and
outstanding                                                                 -
   Common stock, $0.0001 par value, 800,000,000
      shares authorized, 533,033,232 issued and
      Outstanding                                                      53,303
   Additional paid-in capital                                       7,393,904
   Retained deficit                                                (7,543,707)
   Total Stockholders' Deficit                                        (96,500)

Total Liabilities and Stockholders' Deficit                           252,730

The accompanying notes are an integral part of these financial statements


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

                                                         Three months ended
                                                              March 31,
                                                         2004           2003

Revenues:                                                $  137,201   $ 25,720

Cost of Goods Sold                                           60,670      3,606

Gross Profit                                                 76,531     22,114

Operating Expenses:
   Sales and marketing                                            -          -
   General and administrative                               409,844    439,792

Total Operating Expenses                                    409,844    439,792

Net Loss from Operations                                   (333,313)  (417,678)

Other Income:
   Other income                                               5,243          -
   Other expenses                                                 -          -
   Interest income                                              128

Total Other Income                                            5,371          -

Net Loss                                                   (327,942)  (417,678)

Net Loss Per Share                                           (0.001)    (0.001)

Weighted Average Number of
Shares Outstanding                                     505,504,121 702,402,566

The accompanying notes are an integral part of these financial statements


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

                                                         Three months ended
                                                              March 31,
                                                         2004           2003

Cash Flows From Operating Activities:
   Net loss                                           $   (327,942) $ (417,678)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
     Depreciation and amortization                             614         862
      Stock issued for services                            323,143     274,500
   Changes in assets and liabilities:
    Decrease in accounts receivable                         12,290       1,265
      Decrease (Increase) in inventory                           -           -
      Increase in other assets                               3,064           -
      Increase in accounts payable                          82,483       2,335
      Increase in payroll liabilities                       10,041           -
      Decrease in accrued expenses                        (164,277)          -

                                                           267,358     278,962
      Net Cash Used In Operating Activities                (60,584)   (138,716)

Cash Flow From Investing Activities:
  Purchase of equipment                                     (1,270)     (1,929)
      Net Cash Used In Investing Activities                 (1,270)     (1,929)

Cash Flow From Financing Activities:
   Proceeds from issuance of common stock                        -           -
   Proceeds (payments) from line of credit                  (2,669)       (696)
   Proceeds from notes payable                                   -     135,456
      Net Cash Provided By (Used In)
         Financing Activities                               (2,669)    134,760

Decrease in Cash                                           (64,523)     (5,885)

Cash and Cash Equivalents - Beginning of Period            229,069      25,411

Cash and Cash Equivalents - End of Period                  164,546      19,526

Supplemental Cash Flow Information:
   Interest paid                                                 -           -
   Taxes paid                                                    -           -

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


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

NOTE 1 - PRESENTATION OF INTERIM INFORMATION

The unaudited consolidated balance sheet of World Am Communications,
Inc., a Nevada corporation ("Company"), as of March 31, 2004, the
related unaudited consolidated statements of operations and cash flows
for the three months ended March 31, 2004 and 2003 are enclosed.  In
the opinion of Company management, all adjustments necessary for a
fair presentation of such financial statements have been included.
Such adjustments consisted only of normal recurring items.  The
operating results for any interim period are not necessarily
indicative of the results that may be expected for the fiscal year
ending December 31, 2004.

The financial statements and notes are presented as permitted by Form
10-QSB and do not contain certain information included in the
Company's annual financial statements and notes contained in the Form
10-KSB for the fiscal year ended December 31, 2003.

NOTE 2 - INVENTORY

Inventory consists of finished goods and work-in-process only of $26,161.

NOTE 3 - GOING CONCERN CONSIDERATIONS

As shown in the accompanying unaudited consolidated financial
statements, the Company has incurred a net loss of $327,942 for the
quarter ended March 31, 2004, and current liabilities exceeded current
assets by $99,587.  As of March 31, 2004, the Company reported an
accumulated deficit of $7,543,707.  The industry in which the Company
operates is dynamic and competitive.  The Company's future success is
dependent upon its ability to generate net income and positive cash
flows, raise additional capital to develop its proposed products and,
ultimately, upon its ability to attain future profitable operations.
Management is following strategic plans to accomplish these
objectives, but success is not guaranteed.  As of March 31, 2004,
these factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.

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 Registrant is based upon, and should be
read in conjunction with, its audited 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 Registrant 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 and the United States Air Force and United
States Department of Energy to name just a few.  The principal markets
for our products and services remain government and financial
institutions.

     The Registrant 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 Registrant 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 are also exploring opportunities to broaden
our product offering by becoming distributors of additional products
in our core marketplace in order to generate additional revenues.  If
the Registrant 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.

Results of Operations.

(a)  Revenues.

     Revenues for the three months ended March 30, 2004 were
$137,201 as compared to $25,720 during the corresponding period in
2003.  The $111,481 increase in revenues, approximately 286%, is
primarily attributed to the continued efforts by the Registrant in the
acquisition of sales, marketing, advertising, business and legal
talent to complete product development and continue marketing
activities to increase the dealer network and position the company to
participate in market growth expected in the future.  Although the
increased operating revenue represents a significant increase in
sales, with the absence of additional operational funding, the
Registrant's ability to continue as a going concern is still in doubt.

(b)  General and Administrative Expense.

     The Registrant was able to reduce the rate of spending
during the first three months of 2004 by $84,365 (to $333,313), a
reduction of approximately 20% as compared to first quarter 2003
expenses of $417,678.  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.  Although this
is a significant reduction in operating expenses, the Company plans to
continue to pursue revenue growth and expects to utilize a private
placement or other equity offering during 2004, in addition to
utilization of S-8 stock to compensate for certain needed services

(c)  Net Operating Loss.

     The net loss from operations for the three months ended March 31,
2004 was $333,313 as compared to $417,678 for the three months ended
March 31, 2003, a decrease of $84,365, or approximately 20%.
Management believes these results are a direct reflection of continued
efforts to control expenses and to increase the net results of
operations.  Although the operations are still losing money, the rate
of loss has been slowed substantially.

(d)  Net Operating Loss Carryforward.

     For the fiscal year ending December 31, 2003, the Registrant had
net operating loss carryforward of $7,215,765 as compared with
$5,858,779 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 carryforward is the result of the parent
company's operating loss experienced in fiscal 2003.  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.

Factors That May Affect Operating Results.

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

     - a small number of customers account for, and may in future
       periods account for, substantial portions of the Registrant'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
       Registrant 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 Registrant 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 Registrant intends to invest in marketing, strategic
partnerships, and development of its client base.  If the Registrant
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 Registrant is also subject to the following specific factors
that may affect the company's operating results:

(a)  Competition.

     The market for products and services offered by the
Registrant is highly competitive.  The Registrant'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 the Registrant's 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 Registrant .  If the
company fails to gain market share or lose existing market share, our
financial condition, operating results and business could be adversely
affected and the value of the investment in the company could be
reduced significantly.   The Registrant  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 Registrant competes are
characterized by rapid technological change, frequent new product
introductions, evolving industry standards and changing needs of
customers.  There can be no assurance that the Registrant'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 Registrant 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
Registrant to modify existing products.  There is also the risk to the
Registrant 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 Registrant's Products May Contain Errors or
Defects.

     The Registrant'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 Registrant's products.  The Registrant 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 the Registrant's business, cash flow,
financial condition and results of operations could be materially
adversely affected.

(d)  No Assurance of Successful and Timely Product Development.

     The Registrant's products and proposed enhancements are at
various stages of development and additional development and testing
will be required in order to determine the technical feasibility and
commercial viability of the products.

     There can be no assurance that the Registrant's product
development efforts will be successfully completed.  The Registrant's
proposed development schedule may be affected by a variety of factors,
many of which will not be within the control of the Registrant,
including technological difficulties, access to proprietary technology
of others, delays in regulatory approvals, international operating
licenses, and the availability of necessary funding.  In light of the
foregoing factors, there can be no assurance that the Registrant will
be able to complete or successfully commercialize its products.  The
inability of the Registrant to successfully complete the development
of new products or to do so in a timely manner, could force the
Registrant to scale back operations, or cease operations entirely.

(e)  Market Acceptance.

     The Registrant's success is dependent on the market acceptance of
its products.  Despite the increasing demand for security devices, the
Registrant's products represents an advanced approach to the industry,
and market acceptance of the company's products will be dependent,
among other things, upon its quality, ease of use, speed, reliability,
and cost effectiveness.  Even if the advantages of the Registrant's
products are established, the company is unable to predict how
quickly, if at all, the products will be accepted by the marketplace.

(f)  Protection of Proprietary Rights.

     The Registrant'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 Registrant 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 the Registrant, that others will not develop a service that are
similar or superior to the Registrant's, or that third parties will
not copy or otherwise obtain and use the Registrant's proprietary
information without authorization.  In addition, certain of the
Registrant's know-how and proprietary technology may not be patentable.

     The Registrant 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 Registrant 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 Registrant 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 Registrant's business, financial condition or
operating results.

     There is a risk that some of the Registrant's products may
infringe the proprietary rights of third parties.  In addition,
whether or not the Registrant'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 the company, it may be required to modify its products or seek
licenses for these intellectual property rights.  The Registrant may
not be able to modify its products or obtain licenses on commercially
reasonable terms, in a timely manner or at all.  The Registrant's
failure to do so could have a negative affect on its business and
revenues.

(g)  Dependence on Suppliers.

     The Registrant depends upon a number of suppliers for components
of its products.  There is an inherent risk that certain components of
the company's products will be unavailable for prompt delivery or, in
some cases, discontinued.  The Registrant only has limited control
over any third-party manufacturer as to quality controls, timeliness
of production, deliveries and various other factors.  Should the
availability of certain components be compromised, it could force the
company to develop alternative designs using other components, which
could add to the cost of goods sold and compromise delivery
commitments.  If the Registrant is unable to obtain components in a
timely manner, at an acceptable cost, or at all, the company may need
to select new suppliers, redesign or reconstruct processes used to
build its security devices.  In such an instance, the Registrant would
not be able to manufacture any security devices for a period of time,
which could materially adversely affect its business, results from
operations, and financial condition.

(h)  Economic Slowdown.

     The slowdown in the U.S. and European economies has affected
the market for the Registrant's products, and the company's future
financial results from operations will depend, in part, upon whether
this slowdown continues.  In addition, the Registrant'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 Registrant's business, operating results, and financial
condition and we may continue to incur losses for the foreseeable future.

(i)  Key Personnel.

     The Registrant's success is largely dependent on the
personal efforts and abilities of the company's senior management.
The loss of certain members of the Registrant's senior management,
including the company's chief executive officer, chief financial
officer and chief technical officer, could have a material adverse
effect on the company's business and prospects.

     The Registrant intends to recruit in fiscal year 2004
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 Registrant's business. As a result, the Registrant 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.

Liquidity and Capital Resources.

     As of March 31, 2004, the Registrant had total current
assets of $249,643 and total current liabilities of $349,230,
resulting in net working capital deficit of $99,587.  As of that date,
the Registrant had cash and cash equivalents of $164,546.

     The Registrant has required a substantial amount of working
capital to fund its operations and market development.  In the absence
of any equity investment, it previously relied upon short-term
borrowings in the form of purchase order and invoice factoring and the
use of Form S-8 common shares as mentioned above. As of March 31,
2004, the Registrant had no significant sources of liquidity.

     For the quarter ended March 31, 2004, Registrant had operating
losses reflecting the developmental nature of its operation; it does
however, foresee its efforts culminating in sufficient cash flows to
service its debts.

     The Registrant continues to explore sources of financing in
lieu of equity lines of credit to fund operations and provide the
Registrant with the ability to liquidate, modify, extend or otherwise
satisfy present or future indebtedness of the Registrant.  While the
Registrant's management believes it will be successful in arranging
adequate lines of equity or debt financing to carry out its business
plan, there is no assurance of that occurring.

     While the Registrant's management believes it will be
successful in arranging adequate lines of equity or debt financing to
carry out its business plan, there is no assurance of that occurring.
The Registrant's continued operations, as well as the implementation
of its business plan, therefore will depend upon its ability to raise
additional funds through bank borrowings, equity or debt financing.
The Registrant estimates that it will need to raise up to $2,000,000
or more over the next twelve months for such purposes. However,
adequate funds may not be available when needed or may not be
available on favorable terms to the Registrant. The ability of the
Registrant to continue as a going concern is dependent on additional
sources of capital and the success of the Registrant's business plan.
The Registrant's independent accountant audit report included in the
Form 10-KSB for the year ended December 31, 2003 includes a
substantial doubt paragraph regarding the Registrant's ability to
continue as a going concern.

     If funding is insufficient at any time in the future, the
Registrant 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 the company 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 Registrant raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities will result in dilution to existing
stockholders.  If additional funds are raised through the issuance of
debt securities, 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 Registrant's operations.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
may seek to compensate providers of services by issuance of stock in
lieu of cash, which will also result in dilution to existing
shareholders.

Inflation.

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

Other.

     The Registrant 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 Commission 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 Registrant's most critical accounting policies
include: (a) use of estimates in the preparation of financial
statements; (b) non-cash compensation valuation; and (c) revenue
recognition.  The methods, estimates and judgments the Registrant 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
Registrant 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 Registrant evaluates these estimates, including those
related to revenue recognition and concentration of credit risk.  The
Registrant 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 Registrant 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 of commercial products under long-term contracts and
programs are recognized in the accounts as deliveries are made.  The
estimated sales value of fixed price contracts in process is
recognized under the percentage-of-completion method of accounting in
which the estimated sales value is determined on the basis of physical
completion to date.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations 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.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These are statements that relate to future
periods and include, but are not limited to, statements as to the
Registrant's estimates as to the adequacy of its capital resources,
its need and ability to obtain additional financing, the features and
benefits of its products, its growth strategy, the need for additional
sales and support staff, its operating losses and negative cash flow,
its critical accounting policies, its profitability and factors
contributing to its future growth and profitability.  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 related to the Registrant's ability
to develop new technology and introduce new products, its ability to
protect its intellectual property, and its ability to find additional
financing.  These forward-looking statements speak only as of the date
hereof.  The Registrant 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.

     Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act").  This evaluation was done under the
supervision and with the participation of the Registrant's president
and chief financial officer.  Based upon that evaluation, they
concluded that the Registrant's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to
satisfy the Registrant's disclosure obligations under the Exchange Act.

Changes in Disclosure Controls and Procedures.

     There were no significant changes in the Registrant'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.

     None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     The Registrant sold the following unregistered (restricted)
equity securities during the quarter ended March 31, 2004:

     On February 20, 2004, the Registrant issued a total of 29,287,333
shares of common stock to Mr. Alexander and his wife,  Karen
Alexander, in payment of accrued salaries owing by the company in the
amount of $131,793.

     No commissions were paid in connection with these sales.  These
sales were undertaken under Rule 506 of Regulation D under the
Securities Act of 1933, as amended ("Act").  These transactions did
not involve a public offering and the Alexanders represented that they
were "sophisticated" investors as defined in Rule 502 of Regulation D.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

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

     None

ITEM 5.  OTHER INFORMATION.

     The number and value of the aggregate restricted stock holdings
of Mr. Alexander at December 31, 2003: 700,000; $3,500.

     In addition to being a director of the Registrant, Mr. Alexander
is also a director of the following reporting company: Everlert, Inc.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

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

Reports on Form 8-K.

     The Registrant did not file any reports on Form 8-K during the
first quarter of the fiscal year covered by this Form 10-QSB.

                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                       World Am Communications, Inc.



Dated: May 17, 2004                    By: /s/ James Alexander
                                       James Alexander, President


Dated: May 17, 2004                    By: /s/  Thomas E. Ferneau, III
                                       Thomas E. Ferneau, III,
                                       Chief Financial Officer


                                   EXHIBIT INDEX

Number                 Description

2.1     Agreement and Plan of Merger between the Registrant 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 Registrant, 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).

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     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 Registrant 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).

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

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

31.1    Rule 13a-14(a)/15d-14(a) Certification of James H. Alexander
        (see below).

31.2    Rule 13a-14(a)/15d-14(a) Certification Thomas E. Ferneau (see below).

32      Section 1350 Certification of James H. Alexander and Thomas
        E. Ferneau (see below).

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