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

                                 FORM 10-QSB

(Mark One)

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

                                 (303) 452-0022
                        (Registrant's Telephone Number)

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

     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
No      X      .

     As of September 30, 2004, the Registrant had 706,132,090 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 (UNAUDITED)

                  CONDENSED CONSOLIDATED BALANCE
                  SHEET AS OF SEPTEMBER 30, 2004                             3

                  CONDENSED CONSOLIDATED STATEMENTS OF
                  OPERATIONS FOR THE THREE AND NINE MONTHS
                  ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003            5

                  CONDENSED CONSOLIDATED STATEMENT
                  OF STOCKHOLDERS' DEFICIT FOR THE
                  NINE MONTHS ENDED SEPTEMBER 30, 2004                       6

                  CONDENSED CONSOLIDATED STATEMENTS
                  OF CASH FLOWS FOR THE NINE MONTHS ENDED
                  SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003                  9

                  NOTES TO CONDENSED CONSOLIDATED
                  FINANCIAL STATEMENTS                                      11

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

         ITEM 3.  CONTROLS AND PROCEDURES                                   25

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS                                         25

         ITEM 2.  UNREGISTERED SALES OF EQUITY
                  SECURITIES AND USE OF PROCEEDS                            25

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           26

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                       26

         ITEM 5.  OTHER INFORMATION                                         26

         ITEM 6.  EXHIBITS                                                  26

SIGNATURES                                                                  27

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

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

                              ASSETS

Current assets
Cash                                                           $       38,314
Accounts receivable, net                                               39,661
Inventory                                                              65,011

Total current assets                                                  142,986

Fixed assets, net                                                      20,040

Other assets                                                              750

   Total assets                                                       163,776

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                              325,005
Due to stockholders                                                    72,914
Taxes payable                                                         175,452
Line of credit                                                          5,526
Notes payable - current portion                                        17,000
Capital lease obligation - current portion                             12,162

Total current liabilities                                             608,059

Long-term liabilities
Note payable - long-term portion                                        2,000
Total liabilities                                                     610,059

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, 706,132,090 shares issued and outstanding,              70,613
Additional paid-in capital                                          8,279,355
Prepaid services related to issuance of common stock                        -
Receivable related to issuance of common stock                       (220,000)
Accumulated deficit                                                (8,576,251)

Total stockholders' deficit                                          (446,283)

Total liabilities and stockholders' deficit                           163,776

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               Nine Months Ended
                                                   September 30,                    September 30,
                                                2004          2003               2004         2003
<S>                                            <C>            <C>                <C>          <C>
Revenues                                        $  151,768    $  265,014         $  329,989   $  484,290

Cost of revenues                                    34,168       142,748            127,760      253,592

Gross profit                                       117,600       122,266            202,229      230,698

General and administrative expenses                436,625       360,772          1,576,948    1,010,725

Loss from operations                              (319,025)     (238,506)        (1,374,719)    (780,027)

Other income
Other income                                         5,335             -             14,954        3,809
Interest income                                          2             -                165            -
Interest expense                                      (550)            -               (886)           -
Total other expenses                                 4,787             -             14,233        3,809

Net loss                                          (314,238)     (238,506)        (1,360,486)    (776,218)

Basic and diluted loss per common share             (0.000)       (0.001)            (0.002)      (0.002)

Basic and diluted weighted average common
shares outstanding                             661,225,629   276,387,232        577,898,868  502,965,865
</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
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                       (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

Common stock issued in
July 2004 for
services, weighted
average $0.0037
per share            5,744,915        574      20,418             -          -               -      20,992

Common stock issued in
August 2004
for board of director
services,
$0.0027 per share    7,637,000        764      19,856             -          -               -      20,620

Exercise of employee
stock options in
August 2004          5,000,000        500       7,451             -          -               -       7,951

Common stock issued
in August 2004 for
services, weighted
average $0.0024
per share           11,317,578      1,132      26,201             -          -               -      27,333

Common stock issued in
September 2004 for
services, weighted
average $0.0026
per share           19,442,209      1,944      49,205             -          -               -      51,149

Exercise of employee
stock options in
August 2004         16,500,000      1,650      23,957             -          -               -      25,607

Options granted to
employees for
services                     -          -      18,142             -          -               -      18,142

Current period
amortization of
prepaid
services                     -          -           -       265,550          -               -     265,550

Net loss                     -          -           -             -          -      (1,360,486) (1,360,486)

Balance,
September 30,
2004 (Unaudited)   706,132,090     70,613   8,279,355             -   (220,000)     (8,576,251)   (446,283)
</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>
                                                                   Nine Months Ended September
                                                                                30,
                                                                   2004                   2003
<S>                                                                <C>                    <C>
Cash flows from operating activities:
Net loss                                                           $ (1,360,486)          $   (776,218)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation                                                                908                  2,586
Stock issued for services                                               706,796                662,354
Amortization of prepaid service related to issuance of
common stock                                                            265,550                      -
Changes in operating assets and liabilities:
Change in accounts receivable, net                                       27,467                (44,106)
Change in inventory                                                     (38,890)                   (80)
Change in other assets                                                    3,014                      -
Change in accounts payable and accrued liabilities                      134,446                143,328
Change in taxes payable                                                 (29,286)                     -

Net cash used by operating activities                                  (290,481)               (12,136)

Cash flows from investing activities:
Purchase of fixed assets                                                (15,079)                (1,929)

Net cash used by investing activities                                   (15,079)                (1,929)

Cash flows from financing activities:
Change in due to related parties                                         72,914                      -
Proceeds from exercise of employee options                               33,558                      -
Proceeds (payments) from line of credit                                     171                  1,584
Proceeds from note payable                                               10,000                 19,000
Principal payments on note payable                                      (14,000)                     -
Assumption of capital lease obligation                                   13,590                      -
Principal payments on capital lease obligations                          (1,428)                     -

Net cash provided by financing activities                               114,805                 20,584

Net change in cash                                                     (190,755)                 6,519

Cash, beginning of period                                               229,069                 25,411

Cash, end of period                                                      38,314                 31,930

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

Cash paid for interest                                                      336                      -

Schedule of non-cash operating, investing
   and financing activities:
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 interim consolidated financial statements present the balance sheet,
statements of operations, stockholders' equity and cash flows of World Am
Communications, Inc. and its subsidiary ("Company").  All significant
intercompany balances have been eliminated in consolidation.

The interim consolidated financial information is unaudited. In the opinion
of management, all adjustments necessary to present fairly the financial
position as of September 30, 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 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 $1,360,000 for the nine
months ended September 30, 2004 and the Company's current liabilities
exceed its current assets by approximately $465,000.  The accumulated
deficit was approximately $8,576,000 as of September 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 following table represents the effect on net loss and loss per share if
the Company had applied the fair value based method and recognition
provisions of SFAS No. 123 to stock-based employee compensation:





<TABLE>
<CAPTION>
                                                               Nine months ended September 30,
                                                               2004                       2003
<S>                                                            <C>                       <C>
Net loss, as reported                                          $ (1,360,486)             $  (776,218)
Add: Stock-based employee compensation
 expense included in reported loss,
 net of related tax effects                                          18,142                        -
Deduct: Total stock-based employee
 compensation expense determined under
 fair value based methods for all awards,
 net of related tax effects                                         (54,200)                       -

Pro forma net loss                                             $ (1,396,544)             $  (776,218)

Net loss per common share:
 Basic and diluted loss, as reported                           $     (0.002)             $    (0.002)
 Basic and diluted loss, pro forma                             $     (0.002)             $    (0.002)
</TABLE>





In December 2002, the Financial Accounting Standards Board 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 $65,011 consists of finished goods.

NOTE 5 - DUE TO STOCKHOLDERS

Due to stockholder totaling $72,914 as of September 30, 2004 consist of
unreimbursed expenses and accrued wages to various stockholders and employees.

NOTE 6 - NOTES PAYABLE

Note 1 - In June 2003, pursuant to a dismissal of action by a certain
individual, the Company entered into a promissory note agreement totaling
$30,000 with the individual.  The note is unsecured, bears no interest
(1.25% interest in the event of default), is payable in monthly principal
only installments of $1,000, and matures December 2005.  As of September
30, 2004 the current and long-term portion of the note totals $12,000 and
$2,000, respectively.

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

October 1, 2004 through December 31, 2004                        $   3,000
2005                                                                11,000
                                                                 $  14,000

Note 2 - In July 2004 the Company entered into a promissory note payable
totaling $10,000 with an individual.  The note is unsecured, bears no
interest and is payable on demand.  As of September 30, 2004, the note
totals $5,000.

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
September 30, 2004, are as follows:

October 1, 2004 through December 31, 2004                        $   1,275
2005                                                                11,575
                                                                    12,850
Less: amount representing interest                                     688

Present value of minimum lease payments                          $  12,162

NOTE 8 - EQUITY COMPENSATION PLANS

Non-Employee Directors and Consultants Retainer Stock Plan:

On January 5, 2001, the Company adopted a Non-Employee Directors and
Consultants Retainer Stock Plan (the Company adopted Amendment No. 4 to
this plan on October 12, 2004).  The purposes of the plan are to enable the
Company to promote the interests of the Company by attracting and retaining
non-employee directors and consultants capable of furthering the business
of the Company and by aligning their economic interests more closely with
those of the Company's shareholders, by paying their retainer or fees in
the form of shares of common stock.  A total of 189,000,000 shares of
common stock have been registered under this plan as a result of Form S-8's
filed with the SEC.  During the nine months ended September 30, 2004, the
Company had issued 87,021,943 shares of common stock under this plan.

Stock Incentive Plan.

On January 22, 2001, the Company adopted an Employee  Stock Incentive Plan
(the Company adopted Amendment No. 2 to this plan on July 15, 2004).  This
plan is intended to allow directors, officers, and employees of the Company
to receive options to purchase Company common stock.  The purpose of this
plan is to provide these persons with equity-based compensation incentives
to make significant and extraordinary contributions to the long-term
performance and growth of the Company, and to attract and retain employees.
A total of 110,000,000 shares of common stock have been registered under
this plan under Form S-8's filed with the SEC.  Options granted under this
plan are to be exercisable for a period of ten years from the grant date at
an exercise price equal to 65% of the closing price on the date of exercise
for all employees holding less than 10% of the total combined voting power
of all classes of stock of the Company and 110% of the closing price on the
date of exercise for all employees holding more than 10%.  During the nine
months ended September 30, 2004, the Company granted options to purchase
21,500,000 shares of the Company's common stock valued at $18,142.  All
options were immediately exercised for cash totaling $33,558.

NOTE 9 - 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 was to 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 was to obtain the
corporate power to own or lease property and to carry on business.
Further, WSVC was to 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.  As of the date of this filing, WSVC has not made
the required investment and World Am, Inc. considers that WSVC is in breach
of the agreement at present.

The Company issued the 20,000,000 shares in April 2004, as required by the
Exchange Agreement.  As of June 30, 2004, WSVC had established a business
license, but had not completed the acquisition of a manufacturing plant or
other facilities.  Accordingly, the Company recorded a receivable totaling
$220,000 in anticipation that the remaining terms of the Exchange Agreement
would be fulfilled.  As of September 30, 2004, no progress had been made in
establishing the required facilities. As a result, the Company has placed a
stop on the 20,000,000 shares and is currently seeking their return.

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 was granted authority to negotiate and bind WSVC to certain
contracts and other agreements, as well as to assist WSVC in obtaining the
necessary licenses and permits required for the conduct of business in
China.  The Company was to issue an additional 20,000,000 shares of the
Company's common stock to Mr. Kang for services after certain benchmarks
were met. To date only the initial business license was obtained and the
other benchmarks do not appear likely to be obtained.

NOTE 10 - SUBSEQUENT EVENTS

     (a)  During October 2004, the Company granted options to purchase
22,060,000 shares of the Company's common stock valued at approximately
$27,000 under its Employee Stock Incentive Plan.  These options were
immediately exercised for approximately $33,700.

     (b)  During October 2004, the Company issued 22,150,700 shares of
common stock registered under Form S-8 for services rendered to the Company
valued at $51,609 ($0.0023 per share).

     (c)  On November 8, 2004, the Company filed a Certificate of Amendment
to Articles of Incorporation with the Nevada Secretary of State that had
the affect of amending the articles such that the board of directors is
authorized to increase the authorized shares of the company, common or
preferred, without the further approval of the shareholders.  This
amendment also permits the board of directors to amend the articles of
incorporation and bylaws of the company without further shareholder
approval in the event of requirements due to merger and acquisition.

     (d)  On November 8, 2004, the Company filed a Certificate of Amendment
to Articles of Incorporation with the Nevada Secretary of State that had
the affect of increasing the number of authorized shares of common stock
from 800,000,000 to 1,500,000,000.

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 were $151,768 for the three months ended September 30,
2004 compared to $265,014 for the three months ended September 30, 2003, a
decrease of $113,246 or approximately 42%.  The revenue was $323,989 for
the nine months ended September 30, 2004 compared to $484,290 for the nine
months ended September 30, 2003, a decrease of $160,301 or approximately
33%.  One of the reasons for this decrease in revenue is attributed to the
delays in two U. S. Government retrofit orders being released.  In view of
these delays, management believes that the Registrant may not be able to
reach revenue objectives for 2004. Despite the lower revenue during the
third  quarter of 2004, management believes the Registrant will reach
revenue objectives for 2005.  Another reason for the drop in revenues is
believed to be due to external buying and budget decisions over which the
Company and its dealers have little control. Management also has reason to
believe the orders that were expected to come during the third and fourth
quarter of 2004 will be realized in 2005.

(b)  General and Administrative Expense.

     General and administrative expenses were $436,625 for the three
months ended September 30, 2004 compared to $360,772 for the three months
ended September 30, 2003, an increase of $75,853 or approximately 21%.
Such expenses were $1,576,948 for the nine months ended September 30, 2004
compared to $1,010,725 for the nine months ended September 30, 2003, an
increase of $566,223, or approximately 56%.  The 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 was $314,238 for the three months ended September
30, 2004 compared to $238,506 for the three months ended September 30,
2003, an increase of $75,732 or approximately 32%.  The net loss was
$1,360,486 for the nine months ended September 30, 2004 compared to
$776,218 for the nine months ended September 30, 2003, an increase of
$584,268 or approximately 75%.  Management believes these results are a
direct reflection of continued lower than expected sales results during the
third quarter of 2004 and although efforts to control expenses and to
increase the net results of operations continue, the Registrant must have
more revenue to offset its expense levels.  During the first three 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 was $290,481 for the nine
months ended September 30, 2004 as compared to $12,136 for the nine months
ended September 30, 2003, an increase of $278,345 or approximately 2,290%.
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 September 30, 2004, the Registrant had total current assets of
$142,986 and total current liabilities of $608,059, resulting in net
working capital deficit of $465,073.  As of that date, the Registrant had
cash and cash equivalents of $38,314.

     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 September 30, 2004, the
Registrant had no significant sources of liquidity.

     For the quarter ended September 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, 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 its controller.  Based
upon that evaluation, they concluded that the Registrant's disclosure
controls and procedures are effective, at the reasonable assurance level,
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.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     The Registrant sold the following unregistered (restricted) equity
securities during the quarter ended September 30, 2004 (not previously
reported in a Form 8-K):

     (a)  On July 1, 2004, the Registrant issued a 1,694,915 shares of
common stock to one individual for consulting services rendered for the
company.  These shares are valued at a total of $10,000 ($0.0059 per share).

     (b)  On August 17, 2004, the Registrant issued a total of 7,637,000
shares of common stock to four individuals (three of them then current
members of the board of directors) for prior board services to the company.
These shares are valued at approximately $20,620 ($0.0027 per share).

     (c)  On August 17 and 18, 2004, the Registrant granted options to
purchase a total of 3,500,000 shares of the company's common stock valued
at approximately $2,950 under its Employee Stock Incentive Plan.  These
options were immediately exercised for approximately $5,460.

No commissions were paid in connection with any of these sales.  These
sales were undertaken under Rule 506 of Regulation D under the Securities
Act of 1933.  Each of the transactions did not involve a public offering
and each of the investors represented that he/she was a "sophisticated" or
"accredited" investor 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.

Subsequent Events.

     (a)  During October 2004, the Registrant granted options to purchase
22,060,000 shares of the company's common stock valued at approximately
$27,000 under its Employee Stock Incentive Plan.  These options were
immediately exercised for approximately $33,700.

     (b)  During October 2004, the Registrant issued 22,150,700 shares of
common stock registered under Form S-8 for services rendered to the company
valued at $51,609 ($0.0023 per share).

ITEM 6.  EXHIBITS.

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

                                      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: November 17, 2004               By: /s/ James H. Alexander
                                       James H. Alexander, President

Dated: November 17, 2004               By: /s/  Susan Forbes
                                       Susan Forbes, Controller


                                   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 (incorporated by reference to Exhibit 3.4 of the
        Form 10-QSB filed on August 20, 2004).

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

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

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

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

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

4.3     Common Stock Purchase Agreement between the 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).

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

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).

23      Consent of Independent Certified Public Accountants (incorporated
        by reference to Exhibit 23 of the Form 10-KSB/A filed on April 20,
        2004).

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 Susan Forbes (filed
        herewith).

32      Section 1350 Certification of James H. Alexander and Susan Forbes
        (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).