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 JUNE 30, 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, INC.
            (Exact Name of Registrant as Specified in Its Charter)

                Nevada                                         90-0142757
(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 June 30, 2004, the Registrant had 640,490,388 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

              CONDENSED CONSOLIDATED BALANCE SHEET
             (UNAUDITED) AS OF JUNE 30, 2004                               3

             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED
             JUNE 30, 2004 AND JUNE 30, 2003                               5

             CONDENSED CONSOLIDATED STATEMENT OF
             STOCKHOLDERS' DEFICIT (UNAUDITED)
             FOR THE SIX MONTHS ENDED JUNE 30, 2004                        6

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             (UNAUDITED) FOR SIX MONTHS ENDED
             JUNE 30, 2004 AND JUNE 30, 2003                               8

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL
             STATEMENTS (UNAUDITED)                                       10

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                         14

     ITEM 3.  CONTROLS AND PROCEDURES                                     23

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                           23

     ITEM 2.  CHANGES IN SECURITIES                                       23

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                             24

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         24

     ITEM 5.  OTHER INFORMATION                                           24

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                            24

SIGNATURES                                                                25

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                                  WORLD AM, INC.
                   (formerly World Am Communications, Inc.)
                     CONDENSED CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2004
                                  (Unaudited)

                                    ASSETS

Current assets
Cash                                                             $      36,813
Accounts receivable, net                                                 5,084
Inventory                                                               52,487

Total current assets                                                    94,384

Fixed assets, net                                                       22,204

Other assets                                                               740

Total assets                                                           117,328

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                               254,077
Due to stockholders                                                     38,722
Taxes payable                                                          175,452
Line of credit                                                           3,330
Note payable - current portion                                          12,000
Capital lease obligation - current portion                              13,165

Total current liabilities                                              496,746

Long-term liabilities
Note payable - long-term portion                                         5,000
Total liabilities                                                      501,746

Commitments and contingencies                                                -

Stockholders' deficit
Preferred stock; $0.0001 par value; 80,000,000 shares
authorized, no shares issued and outstanding                                 -

Common stock; $0.0001 par value; 800,000,000
shares authorized
   640,490,388 shares issued and outstanding                            64,049
Additional paid-in capital                                           8,114,125
Prepaid services related to issuance of common stock                   (80,579)
Receivable related to issuance of common stock                        (220,000)
Accumulated deficit                                                 (8,262,013)

Total stockholders' deficit                                           (384,418)

Total liabilities and stockholders' deficit                            117,328

The accompanying notes are an integral part of these financial statements


                                WORLD AM, INC.
                  (formerly World Am Communications, Inc.)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                       Three Months Ended June 30,          Six Months Ended June 30,
                                       2004                  2003           2004                2003
<S>                                    <C>                   <C>            <C>               <C>
Revenues                               $     41,020          $   193,556    $   178,221       $    219,276

Cost of revenues                             32,922              110,844         93,592            110,844

Gross profit                                  8,098               82,712         84,629            108,432

General and administrative                  730,479              206,555      1,140,323            649,953

Loss from operations                       (722,381)            (123,843)    (1,055,694)          (541,521)

Other income
Other income                                  4,376                3,809          9,619              3,809
Interest income                                  35                    -            163                  -
Interest expense                               (336)                   -           (336)                 -

Total other expenses                          4,075                3,809          9,446              3,809

Net loss                                   (718,306)            (120,034)    (1,046,248)          (537,712)

Basic loss per common share                  (0.001)              (0.001)        (0.002)            (0.002)

Diluted loss per common share                (0.001)              (0.001)        (0.002)            (0.002)

Basic and diluted weighted average
common shares outstanding               581,289,829          236,194,899    535,777,648        218,694,899
</TABLE>



The accompanying notes are an integral part of these financial statements


                                 WORLD AM, INC.
                     (formerly World Am Communications, Inc.)
           CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                         Prepaid                                Total
                      Common Stock      Additional      Consulting      Other   Accumulated   Stockholders'
                   Shares       Amount   Paid-in         Services   Receivables   Deficit        Deficit
                                         Capital
<S>                <C>          <C>      <C>             <C>          <C>         <C>           <C>
Balance,
December 31, 2003  465,445,899  $ 46,544  $ 7,077,520    $      -     $     -     $(7,215,765)  $  (91,701)

Common stock issued
in January 2004      3,000,000       300       14,400     (14,700)          -               -            -
 for prepaid services,
$0.0049 per share

Common stock issued in
February 2004      29,287,333      2,929      128,864           -           -               -      131,793
for salary, $0.0045
per share

Common stock issued in
February 2004      11,800,000      1,180       51,920     (53,100)          -               -           -
for prepaid services,
$0.0045 per share

Common stock issued in
February 2004
for services, $0.0045
per share           5,500,000        550       18,700           -           -               -      19,250

Common stock issued in
March 2004
for prepaid services,
$0.0063 per share   8,000,000        800       49,600     (50,400)          -               -          -

Common stock issued in
March 2004
for services, $0.0063
per share          10,000,000      1,000       62,000           -           -               -     63,000

Common stock issued in
April 2004
for prepaid services,
$0.011 per share    8,050,000        805       87,745     (88,550)          -               -          -

Common stock issued in
April 2004 for
receivable         20,000,000      2,000      218,000           -     (220,000)             -          -

Common stock issued in
May 2004
for services,
$0.0048 per share
                    3,000,000        300       14,100           -            -              -     14,400

Common stock issued in
June 2004 for
prepaid services,
$0.0052 per share
                   11,000,000      1,100       57,700     (58,800)           -              -          -

Common stock issued in
June 2004
for services,
$0.0052 per share
                   65,407,156      6,541      333,576           -            -              -    340,117

Current period
amortization of prepaid
ervices                     -          -            -     184,971            -              -    184,971

Net loss                    -          -            -           -            -     (1,046,248) (1,046,248)

Balance,
June 30, 2004
(Unaudited)
                 640,490,388      64,049    8,114,125     (80,579)    (220,000)    (8,262,013)   (384,418)
</TABLE>



The accompanying notes are an integral part of these financial statements


                                      WORLD AM, INC.
                        (formerly World Am Communications, Inc.)
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Unaudited)



<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                    2004                    2003
<S>                                                                 <C>                     <C>
Cash flows from operating activities:
  Net loss                                                          $  (1,046,248)         $     (537,712)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
  Depreciation                                                              2,180                   1,724
   Stock issued for services                                              568,560                 375,651
   Amortization of prepaid service related to
    issuance of common stock                                              184,971                       -
  Changes in operating assets and liabilities:
   Change in accounts receivable, net                                      62,044                 (55,988)
   Change in inventory                                                    (26,366)                      -
   Change in other assets                                                   3,024                       -
   Change in accounts payable and accrued liabilities                      63,518                  51,529
   Change in taxes payable                                                (29,286)                125,210
Net cash used in operating activities                                    (217,603)                (39,586)

Cash flows from investing activities:
  Purchase of fixed assets                                                (18,515)                 (1,929)

Net cash used in investing activities                                     (18,515)                 (1,929)

Cash flows from financing activities:
  Change in due to related parties                                         38,722                       -
  Proceeds (payments) from line of credit                                  (2,025)                   (600)
  Proceeds from note payable                                                    -                  25,197
  Principal payments on note payable                                       (6,000)                 (1,000)
  Assumption of capital lease obligation                                   13,590                       -
  Principal payments on capital lease obligations                            (425)                      -

Net cash provided by financing activities                                  43,862                  23,597

Net change in cash                                                       (192,256)                (17,918)

Cash, beginning of period                                                 229,069                  25,411

Cash, end of period                                                        36,813                   7,493

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

  Cash paid for interest                                                      336                       -

Schedule of non-cash operating,
investing and financing activities:
   Issuance of 41,850,000 shares of common stock
     for prepaid services                                                 265,550                       -
   Issuance of 20,000,000 shares of common stock
      for receivable                                                      220,000                       -
</TABLE>



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


                                 WORLD AM, INC.
                     (formerly World Am Communications, Inc.)
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

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

The condensed consolidated financial information is unaudited. In the
opinion of management, all adjustments necessary to present fairly the
financial position as of June 30, 2004 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 condensed 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 for the year ended December 31, 2003
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 $1,046,000 for the
six months ended June 30, 2004 and the Company's current liabilities
exceed its current assets by approximately $402,000.  The accumulated
deficit was approximately $8,262,000 as of June 30, 2004.  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 will also seek 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

Employee 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 Opinion 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 Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," which
requires the recognition of compensation cost based upon the fair
value of stock options at the grant date using the Black-Scholes
option pricing model.

The Company granted no warrants or options to employees for
compensation for the six-month months ended June 30, 2004 and 2003.

In December 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 148, "Accounting for Stock-Based Compensation-
Transition and Disclosure."  SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123.  The Company has adopted the
disclosure only provisions of SFAS No. 123.

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 - INVENTORY

Inventory totaling $52,487 consists of finished goods.

NOTE 5 - DUE TO STOCKHOLDERS

Due to stockholder totaling $38,722 as of June 30, 2004 consist of
unreimbursed expenses and accrued wages to various stockholders and
employees.

NOTE 6 - NOTE 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 June 30, 2004 the current and long-term portion of the
note totals $12,000 and $5,000, respectively.

As of June 30, 2004, principal payments on the note payable are as
follows:

July 1, 2004 through December 31, 2004                   $  6,000
2005                                                       11,000

                                                         $ 17,000

NOTE 7 - 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 $13,165 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 June 30, 2004, are as follows:

July 1, 2004 through December 31, 2004                    $  2,550
2005                                                        11,575
                                                            14,125
Less: amount representing interest                             960
Present value of minimum lease payments                   $ 13,165

NOTE 8 - RECEIVABLE RELATED TO ISSUANCE OF COMMON STOCK

In May 2004, the Company entered into a share exchange agreement
("Exchange Agreement") with World Am Security Venture Company, Ltd.
("WSVC"), a privately held China corporation.  Under the terms of the
agreement, the Company will acquire all the outstanding shares of WSVC
in exchange for 20,000,000 shares of the Company's common stock, and
100 shares of the Company's convertible preferred stock.  In addition,
WSVC shall obtain the corporate power to own or lease property and to
carry on business.  Further WSVC will invest up to $5,000,000 to
acquire a new manufacturing plant and other facilities for the purpose
of manufacturing authorized products of the Company.  Failure to make
this investment will be considered a breach of contract.

The Company issued the 20,000,000 shares in April 2004 required under
the Exchange Agreement.  As of June 30, 2004, WSVC had established a
business license, but had not completed the acquisition of a
manufacturing plant and other facilities.  Accordingly, the Company
recorded a receivable totaling $220,000 in anticipation that the
remaining terms of the Exchange Agreement will be fulfilled.

In relation to the Exchange Agreement, the Company entered into a
management agreement in May 2004 with Mr. Jian Kang.  Under the
agreement, Mr. Kang will have the authority to negotiate and bind WSVC
to certain contracts and other agreements, as well as assist WSVC in
obtaining the necessary licenses and permits required for the conduct
of business in China.  The Company will issue 20,000,000 shares of the
Company's common stock to Mr. Kang for services after certain
benchmarks are met.

NOTE 9 - SUBSEQUENT EVENTS

During July and August 2004, the Company issued 7,448,493 shares of
common stock for services totaling $25,251.

In August 2004, a certificate of amendment was filed with the Nevada
Secretary of State to change the name of the Company to World Am, Inc.

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 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 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 June 30, 2004 were $41,020 as
compared with $178,221 for the corresponding period in 2003, a
decrease of $152,536 or approximately 79%.  The revenue generated for
the six months ended June 30, 2004 was $178,221 as compared with
$219,276 for the corresponding period in 2003, a decrease of $41,055
or approximately 19%. Despite the lower revenue during the second
quarter of 2004, management believes the Registrant reach revenue
objectives for 2004. The reason for the drop in revenues is believed
to be primarily due to external buying and budget decisions over which
the Company and its dealers have little control.

(b)  General and Administrative Expense.

     General and administrative expenses for the three months ended
June 30, 2004 was $730,479 as compared to $206,555 for the same period
in 2003, an increase of $523,924 or approximately 254%.  Such expenses
for the six months ended June 30, 2004 $1,140,323, an increase of
$500,370, or approximately 77%, as compared to expenses of $649,953 in
the same period in 2003.  The continued increases in 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.  Thus far, during 2004 the Registrant has not obtained
any significant source of equity capital and the company plans to
continue to pursue revenue growth and expects to utilize a private
placement or other equity financing during the remainder of 2004, in
addition to utilization of S-8 stock to compensate for certain needed services

(c)  Net Loss.

     The net loss for the three months ended June 30, 2004 was
$718,306, an increase of $598,272 or approximately 498%, as compared
to $120,034 for the same period in 2003.  The net loss for the six
months ended June 30, 2004 was $1,046,248 as compared to $537,712 for
the six months ended June 30, 2003, an increase of $508,536 or
approximately 95%.  Management believes these results are a direct
reflection of continued lower than expected sales results during the
second quarter of 2004 and although efforts to control expenses and to
increase the net results of operations continue, the Registrant must
have revenues to offset its expense levels.  During the first two
quarters of 2004 new product development has also been a factor in
increased costs and the increase in net operating loss.

(d)  Net Operating Loss Carryforward.

     For the fiscal year ended 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, an increase of $1,356,986 or
approximately 23%.  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.

Operating Activities.

     The net cash used by operating activities for the six months
ended June 30, 2004 was $217,603, as compared to $39,586 for the six
months ended June 30, 2003, an increase of $178,017 or approximately
450%.  There were several major contributors to this increase; these
include: an increase in inventory, a decrease in taxes payable, and
payment of expenses associated with business development in China.
This increase was offset by a decrease in accounts receivable and an
increase in accounts payable.

Liquidity and Capital Resources.

     As of June 30, 2004, the Registrant had total current assets of
$94,384 and total current liabilities of $496,746, resulting in net
working capital deficit of $402,362.  As of that date, the Registrant
had cash and cash equivalents of $36,813.

     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 registered common stock as mentioned above.  As of
June 30, 2004, the Registrant had no significant sources of liquidity.

     For the quarter ended June 30, 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.

     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) stock based compensation arrangements; 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,
and its critical accounting policies.  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 and its ability to protect its
intellectual property.  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.

     The Registrant sold the following unregistered (restricted)
equity securities during the quarter ended June 30, 2004:

     (a)  On April 13, 2004, the Registrant issued 20,000,000 shares
of common stock to James Kang in connection with the share exchange
agreement between the Registrant and World Am Security Venture
Company, Ltd., dated May 18, 2004.  These shares were valued at
$220,000 ($0.011 per share).

     (b)  On June 3, 2004, the Registrant issued 10,000,000 shares of
common stock to one consultant for services and related expenses for
the company, valued at a total of $52,000 ($0.0052 per share).

     (c)  On June 3, 2004, the Registrant issued a total of 37,000,000
to two consultants for services to the company, valued at a total of
$163,800 ($0.0044 per share).

     (d)  On June 3, 2004, the Registrant issued 10,000,000 shares of
common stock pursuant to the management agreement between the company
and James Kang (in connection with the share exchange agreement
discussed in (a) above.  These shares were valued at $52,000 ($0.0052
per share).

     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.

     Effective on August 2, 2004, the name of the Registrant was
changed to "World Am, Inc" by the filing of a Certificate of Amendment
to Articles of Incorporation with the Nevada Secretary of State.  The
Registrant will be assigned a new trading symbol by the Over the
Counter Bulletin Board.

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 filed the following report on Form 8-K during the
second quarter of the fiscal year covered by this Form 10-QSB:

     A Form 8-K filed on May 26, 2004 to report that on May 18, 2004,
the Registrant entered into a Share Exchange Agreement with World
Am Security Venture Company, Ltd., a privately held China
corporation ("WSVC").  Under the terms of this agreement, the
Registrant is purchasing all of the outstanding stock of WSVC,
consisting of one share owned by James Kang.  In return, the
Registrant will pay 20,000,000 shares of its restricted common
stock and 100 shares of convertible preferred stock.

                                    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, Inc.



Dated: August 18, 2004                 By: /s/ James H. Alexander
                                       James H. Alexander, President



Dated: August 18, 2004                 By: /s/  Thomas E. Ferneau
                                       Thomas E. Ferneau,
                                       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).

2.3     Share Exchange Agreement between the Registrant 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 (filed herewith).

3.5     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).

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).

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).

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 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
       (filed herewith).

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

32     Section 1350 Certification of James H. Alexander and Thomas
       E. Ferneau (filed herewith).

99.1   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).

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