U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                    FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                            COMMISSION FILE NUMBER: 0-30639


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

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

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

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

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

     Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.

Yes     X       No            .

     As of March 31, 2005, the Company had 10,165,901 (1) shares of
common stock issued and outstanding.

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

(1)  Adjusted for a one for one hundred reverse split of the common
stock that was effective on January 21, 2005.

     The Company, by this Form 10-QSB/A, amends the following: (a) Part I,
Item 1, Financial Statements, to include a discussion of revenue
recognition under Note 3 to the financial statements; (b) the
explanation of revenue recognition under Critical Accounting Policies
in Part I, Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations; (c) Part I, Item 3, Controls and
Procedures, to make certain changes to disclosure regarding the
Company's controls and procedures, including the Company's belief that
they were ineffective as of March 31, 2005; and (d) Part II, Item 6,
Exhibits (Exhibits 31 and 32), and the Signatures, to indicate that
the Company's president/chief executive officer also acts as the
principal financial officer of the Company.  Besides these changes, no
other changes have been made to the Form 10-QSB for the  quarter ended
March 31, 2005.  In addition, the remaining information in this
amended Form 10-QSB has not been changed or updated to reflect any
changes in information that may have occurred subsequent to the date
of the reporting period that this Form 10-QSB relates.

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                               WORLD AM, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEET
                               MARCH 31, 2005
                                (Unaudited)

                                   ASSETS

Current assets
Cash                                                          $     15,156
Accounts receivable, net                                            18,147
Inventory                                                           41,711

Total current assets                                                75,014

Fixed assets, net                                                   19,855

Other assets                                                           650

Total assets                                                        95,519

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                           123,330
Due to stockholders                                                342,957
Payroll taxes payable                                              253,709
Line of credit                                                       7,222
Note payable                                                         8,000
Convertible note payable, net of discount of $15,897                14,103
Capital lease obligation                                            10,093

Total current liabilities                                          759,414

Total liabilities                                                  759,414

Commitments and contingencies                                           --

Stockholders' deficit
Class A preferred stock; $0.0001 par value;
40,000,000 shares authorized 1,370 shares issued
and no shares outstanding                                               --

Class B preferred stock; $0.0001 par value;
40,000,000 shares
authorized no shares issued and outstanding                             --

Common stock; $0.0001 par value; 1,500,000,000
shares authorized
10,165,901 (1) shares issued and outstanding                         1,017

Additional paid-in capital                                       8,903,449

Receivable related to issuance of common stock                    (220,000)
Accumulated deficit                                             (9,348,361)

Total stockholders' deficit                                       (663,895)

Total liabilities and stockholders' deficit                         95,519

(1)  Adjusted for a one for one hundred reverse split of the common
stock that was effective on January 21, 2005.

The accompanying notes are an integral part of these financial statements


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

                                                Three Months Ended March 31,
                                                    2005           2004
                                                                (Restated)

Revenues                                          $  185,308     $   137,201

Cost of revenues                                     109,962          60,670

Gross profit                                          75,346          76,531

General and administrative                           458,346         478,944

Loss from operations                                (383,000)       (402,413)

Other income (expense)
Other income                                           3,407           5,243
Interest income                                           --             128
Interest expense                                     (14,686)             --

Total other income (expense)                         (11,279)          5,371

Loss before provision for income taxes              (394,279)       (397,042)

Provision for income taxes                                --              --

Net loss                                            (394,279)       (397,042)

Basic and diluted loss per common share                (0.04)          (0.08)

Basic and diluted weighted average common
shares outstanding                                 9,585,651 (1)   5,055,041(1)

(1)  Adjusted for a one for one hundred reverse split of the common
stock that was effective on January 21, 2005.

The accompanying notes are an integral part of these financial statements


                                   WORLD AM, INC.
              CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                   FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                                                     Total
                                 Common Stock            Additional        Other     Accumulated   Shareholders'
                                Shares(1)  Amount      Paid in Capital  Receivables    Deficit        Deficit
<S>                            <C>         <C>         <C>              <C>             <C>           <C>
Balance, December 31, 2004     8,321,053   $    832    $ 8,590,858      $(220,000)   $(8,954,082)    $  (582,392)

Common stock issued in
January 2005 for services,
weighted average
$0.14 per share                  668,934         67         96,811            --             --          96,878

Common stock issued in
February 2005
for services, weighted average
$0.16 per share                  816,965         82        134,323           --              --         134,405

Common stock issued in
March 2005
for services, weighted
average $0.16 per share           89,299          9         14,458           --              --          14,467

Exercise of employee stock
options in January 2005          269,650         27         23,031           --              --          23,058

Options granted to
employees for services                --         --         13,968           --              --          13,968

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

Net loss                              --         --             --           --        (394,279)       (394,279)

Balance, March 31, 2005
(Unaudited)                   10,165,901      1,017      8,903,449     (220,000)     (9,348,361)       (663,895)
</TABLE>


(1)  Adjusted for a one for one hundred reverse split of the common
stock that was effective on January 21, 2005.

The accompanying notes are an integral part of these financial statements


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

                                                  Three Months Ended March 31,
                                                        2005         2004
                                                                  (Restated)

Cash flows from operating activities:
Net loss                                            $  (394,279)   $  (397,042)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation                                              1,098            614
Stock issued for services                               259,718        332,343
Amortization of discount on
convertible note payable                                 14,103             --

Changes in operating assets and
liabilities:
Change in accounts receivable, net                       12,442         12,290
Change in inventory                                     (12,588)            --
Change in other assets                                       --           (374)
Change in accounts payable and accrued liabilities        8,163        (75,356)
Change in taxes payable                                 (10,891)        10,041

Net cash used in operating activities                  (122,234)      (117,484)

Cash flows from investing activities:
Purchase of fixed assets                                 (1,041)        (1,270)

Net cash used in investing activities                    (1,041)        (1,270)

Cash flows from financing activities:
Change in due to related parties                         49,052             --
Proceeds from exercise of employee options               23,058             --
Proceeds (payments) from line of credit                   2,372         (2,669)
Proceeds from convertible note payable                   30,000             --
Principal payments on note payable                       (3,000)        (3,000)
Principal payments on capital lease obligations          (1,046)            --
Proceeds related to stock options
exercised in 2003
recorded as receivable related to the
issuance of common stock                                     --         60,000

Net cash provided by financing activities               100,436         54,331

Net change in cash                                      (22,839)       (64,423)

Cash, beginning of period                                37,995        229,069

Cash, end of period                                      15,156        164,646

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

Schedule of non-cash operating, investing
and financing activities:

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

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


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

NOTE 1 - BASIS OF PRESENTATION

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

The interim consolidated financial information is unaudited.  In the
opinion of management, all adjustments necessary to present fairly the
financial position as of March 31, 2005 and the results of operations
and cash flows presented herein have been included in the consolidated
financial statements. Interim results are not necessarily indicative
of results of operations for the full year.

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

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

NOTE 2 - GOING CONCERN

The Company incurred a net loss of approximately $394,000 for the
three months ended March 31, 2005 and the Company's current
liabilities exceed its current assets by approximately $684,000.  The
accumulated deficit was approximately $9,348,000 as of March 31, 2005.
These factors create substantial doubt about the Company's ability to
continue as a going concern.  The Company's management has plans to
promote its services, gain clients and expand its relationships with
current clients.  The Company 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

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".  SFAS No
123 requires the recognition of compensation cost using a fair value
based method whereby compensation cost is measured at the grant date
based on the value of the award and is recognized over the service
period, which is usually the vesting period.  The Company uses the
Black-Scholes pricing model to calculate the fair value of options and
warrants issued to non-employees.  Stock issued for compensation is
valued using the market price of the stock on the date of the related
agreement.

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

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

Stock split - In January 2005, the Company did a 100-to-one reverse
split of common shares authorized and outstanding.  All share and per
share amounts in the accompanying financial statements of the Company
and notes thereto, have been retroactively adjusted to give effect to
the stock splits.

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 $41,711 consists of finished goods.

NOTE 5 - DUE TO STOCKHOLDERS

Due to stockholder totaling $342,957 as of March 31, 2005 consist of
unreimbursed expenses and accrued wages to various stockholders and
employees.

NOTE 6 - PAYROLL TAXES PAYABLE

As of March 31, 2005, payroll taxes payable consists of late payroll
taxes for both payroll and stock option activity totaling an estimated
$253,700.  The Company is attempting to fully resolve this payable to
the Internal Revenue Service by the end of 2005.

NOTE 7 - LINE OF CREDIT

The Company has a line of credit through a credit card company with a
credit line up to $8,260 with an annual variable rate (24.91% at March
31, 2005).  As of March 31, 2005, the balance on the line of credit
totaled $7,222.

NOTE 8 - 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 March 31, 2005, the remaining portion of the note payable
totals $8,000.

NOTE 9 - CONVERTIBLE NOTE PAYABLE

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

The holder of the convertible note also received a warrant to purchase
shares of the Company's common stock that expire during February 2008.
The number of shares to be received by the holder shall be determined
by dividing the purchase price by the lowest bid price of the
Company's common stock during the thirty day period following the
pricing period.  In the event the holder exercises prior to the end of
the pricing period, the number of shares of the Company's common stock
that may be acquired upon exercise of the warrant shall be determined
by dividing the purchase price of the warrant by the lowest reported
bid price of the Company's common stock between the date of grant and
the date of exercise of the warrant.  The Company recorded the value
of the warrants totaling $10,000 as a discount on the convertible note
payable ($15,897 net of accretion of $4,710) and is accreting the
discount through the maturity date of the convertible note payable.

NOTE 10 - CAPITAL LEASE OBLIGATION

The Company is obligated under a capital lease for manufacturing
equipment.  For financial reporting purposes, minimum lease payments
relating to the equipment have been capitalized.  The capital lease
obligation totaling $10,300 requires twelve minimum monthly lease
payments of $425 and a final payment of $9,450, with an imputed
interest rate of 8.5%.  The future minimum lease payments required
under the capital lease obligation as of March 31, 2005, are as follows:

April 1, 2005 through December 31, 2005                             $10,300
Less: amount representing interest                                      207

Present value of minimum lease payments                             $10,093

NOTE 11 - EMPLOYEE STOCK INCENTIVE PLAN

During July 2004, the Company adopted the Amended and Restated
Employee Stock Incentive Plan (Amendment No. 2) ("Plan:").  The Plan
is intended to allow designated officers and employees of the Company
to receive options to purchase the Company's common stock.  The
purpose of this plan is to provide the officers and employees 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 of exceptional
ability.  The Plan established an exercise price of 65% of the fair
market value of the Company's common stock on the date the stock
option is granted.

During the three months ended March 31, 2005, the Company granted
options to purchase 269,650 shares of the Company's common stock
valued at $13,968 under APB Opinion No.25.  All options were
immediately exercised for cash totaling $23,058.

NOTE 12 - PREFERRED STOCK

During June 2004, the Company entered into a loan agreement with
Mercatus & Partners, LLC ("Lender") whereby the Lender agreed to use
its best efforts to provide the Company a loan in the maximum amount
of $2,000,000 subject to certain terms and conditions. The Company
agreed to issue 1,370 shares of Class A Preferred stock that is
convertible to common stock at a ratio of 1-to-1,000,000 as collateral
on the loan.  The shares were issued during June 2004 and recorded
them as issued but not outstanding as of March 31, 2005. The lender
did not fund the loan and accordingly, the Company provided a written
demand for the return of the shares, as provided in the loan
agreement.  Subsequently, the shares were returned to the Company.

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

NOTE 13 - RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's financial statements for
the year ended December 31, 2004, management became aware that those
financial statements did not reflect certain account balances properly
for the three months ended March 31, 2004.  Properly accounting of
these items in the revised financial statements has the following effect:




<TABLE>
<CAPTION>
                                                 Three Months        Three Months           Restated
                                                     Ended              Ended               Increase
                                                 March 31, 2004      March 31, 2004        (Decrease)
                                                                       (Restated)
<S>                                                <C>                  <C>                  <C>
Revenues                                           $   137,201          $   137,201          $        --

Cost of revenues                                        60,670               60,670                   --

Gross profit                                            76,531               76,531                   --

Operating expense                                      409,844              478,944              (69,100)

Loss from operations                                  (333,313)            (402,413)             (69,100)

Other income                                             5,371                5,371                   --

Net loss                                              (327,942)            (397,042)             (69,100)

Basic and diluted loss per common share                  (0.06)               (0.08)               (0.02)
</TABLE>


During 2003, shares of the Company's common stock issued for options
exercised were recorded as operating expenses, as discussed in
Footnote 14 to the financial statements included in Form 10-KSB for
the year ended December 31, 2004. The cash consideration, totaling
$60,000, for the shares issued was received during the three months
ended March 31, 2004 and reported as a reduction to operating
expenses. The restatement of the statement of operations for the three
months ended March 31, 2004 was primarily related to properly
reporting the cash received for options exercised as a reduction to
receivable related to common stock. Additionally, the Company
understated stock based compensation by approximately $9,100.

NOTE 14 - SUBSEQUENT EVENTS

Stock issuance - During April 2005, the Company issued 1,335,979
shares of its common stock for services totaling $134,254.

During May 2005, the Company issued 831,695 shares of its common stock
for services totaling $58,219.

Factoring and Security Agreement - On April 25, 2005, the Company
entered into a Factoring and Security Agreement ("Agreement") to
factor its accounts receivable up to $75,000 (with recourse) with J.J.
Ellis, LLC, a Florida limited liability company ("JJE").  Under the
terms of the Agreement, the Company is required to pay JJE a one-time
factoring and documentation origination fee of $2,500 payable the
equivalent of free trading stock and warrants to purchase shares of
the Company's common stock totaling $25,000 for a period of three
years.  The number of warrants to be received by JJE is to be
determined by dividing $25,000 by the lesser of a 20% discount on the
bid price on the day of execution or the lowest reported bid price of
the Company's common stock during a 365 day period following the date
of the Agreement ("Pricing Period").  If JJE wished to exercise the
warrants prior to the termination of the Pricing Period, then the
number of warrants to be received will be calculated based on the
lesser of the lowest reported bid price of the Company's common stock
since the date of the Agreement or a 20% discount on the bid price on
the day of execution.  The purchase price for each accepted account is
equal to (i) the face amount of such accepted account less (ii) the
commission, and less (iii) JJE's fee (discount), and less (iv) the
amount of any trade or cash discounts, credits or allowances, or any
other reductions or adjustments to such accepted accounts.  Through
May 13, 2005, the Company has factored approximately $29,000 of its
accounts receivable.

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

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

Overview.

     The Company has developed and or is in the process of developing
innovative systems and processes in the field of "Transparent
Security" and "Automated Passage Control."  Company personnel have
installed systems for Lawrence Livermore Labs, Mellon Bank, Wells
Fargo Bank 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 Company believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.
Accordingly, the Company intends to focus its attention and investment
of resources in marketing, strategic partnerships, and development of
its client base.  In addition to development of our own products and
services, we 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 Company
is not successful in promoting its services and expanding its client
base, this may have a material adverse effect on its financial
condition and the ability to continue to operate the business.

Results of Operations.

     Subsequent to the issuance of the Company's financial statements
for the year ended December 31, 2004, management became aware that
those financial statements did not reflect certain account balances
properly for the three months ended March 31, 2004.  Properly
accounting of these items in the revised financial statements has the
following effect:



<TABLE>
<CAPTION>
                                                 Three Months        Three Months           Restated
                                                     Ended              Ended               Increase
                                                 March 31, 2004      March 31, 2004        (Decrease)
                                                                       (Restated)
<S>                                                <C>                  <C>                  <C>
Revenues                                           $   137,201          $   137,201          $       --

Cost of revenues                                        60,670               60,670                  --

Gross profit                                            76,531               76,531                  --

Operating expense                                      409,844              478,944             (69,100)

Loss from operations                                  (333,313)            (402,413)            (69,100)

Other income                                             5,371                5,371                  --

Net loss                                              (327,942)            (397,042)            (69,100)

Basic and diluted loss per common share                  (0.06)               (0.08)              (0.02)
</TABLE>


During 2003, shares of the Company's common stock issued for
options exercised were recorded as operating expenses, as discussed in
Footnote 14 to the financial statements included in Form 10-KSB for
the year ended December 31, 2004. The cash consideration, totaling
$60,000, for the shares issued was received during the three months
ended March 31, 2004 and reported as a reduction to operating
expenses. The restatement of the statement of operations for the three
months ended March 31, 2004 was primarily related to properly
reporting the cash received for options exercised as a reduction to
receivable related to common stock. Additionally, the Company
understated stock based compensation by approximately $9,100.

(a)  Revenues.

     Revenues for the three months ended March 31, 2005 were
$185,308 as compared to $137,201 (as restated) for the three months
ended March 31, 2004, an increase of $48,107 or approximately 35%
This increase is primarily attributed to the continued efforts by the
Company in the acquisition of sales, marketing, advertising, business
and legal talent to complete product development and continue
marketing activities to increase the dealer network and position the
Company to participate in market growth expected in the future.
Although the increased operating revenue represents a significant
increase in sales, with the absence of additional operational funding,
the Company's ability to continue as a going concern is still in doubt.

(b)  General and Administrative Expense.

     The Company was able to reduce the amount of general and
administrative expenses during the three months ended March 31, 2005
by $20,598 (to $458,346), a reduction of approximately 4% as compared
to $478,944 (as restated) for the three months ended March 31, 2004.
The general and administrative expenses reflect the impact of the use
of S-8 stock to compensate needed services by various professionals in
the absence of equity funding.  Although this is a significant
reduction in operating expenses, the Company plans to continue to
pursue revenue growth and expects to utilize a private placement or
other equity offering during 2004, in addition to utilization of S-8
stock to compensate for certain needed services.

(c)  Net Operating Loss.

     The net loss from operations for the three months ended
March 31, 2005 was $394,279 as compared to $397,042 (as restated) for
the three months ended March 31, 2004, a decrease of $2,763 or
approximately 1%.  Management believes these results are a direct
reflection of continued efforts to control expenses and to increase
the net results of operations.  Although the operations are still
losing money, management continues to attempt to slow the rate of loss.

(d)  Net Operating Loss Carryforward.

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

Factors That May Affect Operating Results.

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

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

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

     - gain or loss of clients or strategic relationships;

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

     - the ability to build brand recognition;

     - timing of sales to customers;

     - price competition;

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

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

     - changes in governmental regulation; and

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

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

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

(a)  Competition.

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

     Some of our competitors have:

     - longer operating histories;

     - larger customer bases;

     - greater name recognition and longer relationships with clients;
       and

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

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

(b)  Technological and Market Changes.

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

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

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

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

(d)  Protection of Proprietary Rights.

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

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

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

(e)  Economic Conditions.

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

(f)  Key Personnel.

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

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

Operating Activities.

     The net cash used by operating activities was $122,234 for the
three months ended March 31, 2005 as compared to $117,484 (as
restated) for the three months ended March 31, 2004, an increase of
$4,750 or approximately 4%.  There were several contributors to this
increase, including an increase in amortization of discount on
convertible note payable.

Liquidity and Capital Resources.

     As of March 31, 2005, the Company had total current assets of
$75,014 and total current liabilities of $759,414, resulting in a
working capital deficit of $684,400; as of that date, the Company had
cash of $15,156.  During the three months ended March 31, 2005 and
2004, the Company incurred losses of $394,279 and $397,042,
respectively, and the Company had an accumulated deficit of $9,348,361
as of March 31, 2005.  These factors raise substantial doubt as to the
Company's ability to continue as a going concern.  In fact, the
Company's independent accountants' audit report included in the Form
10-KSB for the year ended December 31, 2004 includes a substantial
doubt paragraph regarding the Company's ability to continue as a going concern.

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

     Our current cash flow from operations will not be sufficient to
maintain our capital requirements for the next twelve months.
Accordingly, the Company will need to continue raising capital through
either debt or equity instruments.  The Company believes it will need
to raise up to $5,000,000 during the next twelve months so it may
continue executing its business plans.  Whereas the Company has in the
past raised capital (in the absence of any equity investment, the
Company has previously relied upon short-term borrowings in the form
of purchase order and invoice factoring), no assurance can be given
that these sources of financing will continue to be available to us
and/or that demand for our equity/debt instruments will be sufficient
to meet its capital needs, or that financing will be available on
terms favorable to the Company.  As of March 31, 2005, the Company had
no significant sources of liquidity.  The financial statements do not
include any adjustments relating to the recoverability and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

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

     - curtail operations significantly;

     - sell significant assets;

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

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

     To the extent that the Company raises additional capital through
the sale of equity or convertible 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 Company's operations.  Regardless of whether the
Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company may seek to compensate providers of
services by issuance of stock in lieu of cash, which will also result
in dilution to existing shareholders.

Off Balance Sheet Arrangements.

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

Inflation.

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

Critical Accounting Policies.

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

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

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

(b)  Stock-Based Compensation Arrangements.

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

(c)  Revenue Recognition.

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

Forward Looking Statements.

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

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

ITEM 3.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities
Exchange Act of 1934, as amended) that are designed to ensure that
information required to be disclosed in our periodic reports filed
under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our
management, including our principal executive officer, to allow timely
decisions regarding required disclosure.

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

     Subsequent to March 31, 2005, the Company has taken the following
steps to help to ensure that its controls and procedures are
effective: (a) it has retained as a consultant an individual that has
had experience as the controller of two other public companies to
provide advice to the company regarding such matters;  (b) it is
seeking to retain the services of a full-time chief financial officer.

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

ITEM 6.  EXHIBITS.

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

                                   SIGNATURE

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

                                       World Am, Inc.



Dated: October 12, 2005                By: /s/ James H. Alexander
                                       James H. Alexander
                                       President/Chief Executive Officer
                                       (principal financial officer)

                                    EXHIBIT INDEX

Number       Description

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

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

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

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

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

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

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

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

3.6     Certificate of Amendment of Articles of Incorporation, dated
        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 Company and Four
        Way Associates, Inc., dated June 1, 2001 (incorporated by
        reference to Exhibit 4.3 of the Form SB-2 filed on August
        28, 2001).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

31      Rule 13a-14(a)/15d-14(a) Certification of James H. Alexander
        (filed herewith).

32      Section 1350 Certification of James H. Alexander (filed herewith).

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

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

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

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