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

                                    FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
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: 000-29897

                         WORLD AM COMMUNICATIONS, INC.
           (Exact name of Registrant as specified in its charter)

               Florida                                    59-3253968
(State or jurisdiction of incorporation               (I.R.S. Employer
           or organization)                           Identification No.)

    1400 West 122nd Avenue, Suite 104, Westminster, Colorado         80234
           (Address of principal executive offices)               (Zip Code)

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days.  Yes    X       No  .

As of June 30, 2001, the Registrant had 29,706,294  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

         CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2001                 3

         CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND SIX MONTHS ENDED
         JUNE 30, 2001 AND JUNE 30, 2000                                4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE SIX MONTHS ENDED
         JUNE 30, 2001 AND JUNE 30, 2000                                5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     8

ITEM 2.  PLAN OF OPERATION                                             14

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                             21

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                     21

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                               22

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           22

ITEM 5.  OTHER INFORMATION                                             22

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              22

SIGNATURE                                                              23

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

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

We have reviewed the accompanying balance sheet of World-Am Communications,
Inc. as of June 30, 2001 and the related statements of operations for the
three month and six month period ended June 30, 2001 and 2000, and the cash
flows for the six months ended June 30, 2001 and 2000 included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period
ended June 30, 2001.  These financial statements are the responsibility of the
Company's management.

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

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

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 2000, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended (not presented herein).  In our report dated March 28, 2001, we
expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the accompanying balance sheet as of
June 30, 2001 is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.

/s/  Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
August 8, 2001

                         WORLD-AM COMMUNICATIONS, INC.
                          CONSOLIDATED BALANCE SHEET
                                  (Unaudited)

                                                                June 30,2001
                                     ASSETS:

Current Assets:
Cash                                                           $        5,769
Accounts receivable                                                     4,571
Inventory                                                                   -
Total Current Assets                                                   10,340

Property and Equipment:
Office equipment and computers                                         50,966
Less accumulated depreciation                                          (3,641)
Property and Equipment, net                                            47,325

Other Assets:
Goodwill - net                                                          8,462
Total Other Assets                                                      8,462

TOTAL ASSETS                                                    $      66,127

                    LIABILITIES AND STOCKHOLDERS'  DEFICIT:

Current Liabilities:
Accounts payable                                                $     183,065
Taxes payable                                                         114,039
Accrued expenses                                                        6,502
Lines of credit                                                         1,103
Note payable - current portion                                         55,621
Total Current Liabilities                                             360,330

Stockholders'  Deficit:
Common stock, $.0001 par value, 500,000,000
shares authorized: 29,706,274 issued and
outstanding at June 30, 2001                                            2,971
Additional paid-in capital                                          1,745,848
Retained deficit                                                   (2,043,022)
Total Stockholders' Deficit                                          (294,203)

TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT                    $      66,127

    The accompanying notes are an integral part of these financial statements

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

                                      Three months             Six months
                                          Ended                   Ended
                                         June 30                 June 30
                                   2001         2000        2001       2000

Revenues:                           101,035        3,628     133,385    30,725

Cost of Goods Sold                   12,413       10,357      13,231    12,152

Gross Profit                         88,622       (6,729)    120,154    18,573

Operating Expenses:
Sales and Marketing                       -            -           -     3,453
General and Administrative          109,413       62,282     176,757   121,377
Total Operating Expenses            109,413       62,282     176,757   124,830

Net Loss from Operations            (20,791)     (69,011)    (56,603) (106,257)

Other Income/Expenses
Other income                              -            -           -         -
Other expenses                            -       (2,434)          -    (2,434)
                                          -       (2,434)          -    (2,434)

Net (Loss)                          (20,791)     (71,445)    (56,603) (108,691)

Weighted average number of
shares outstanding               21,466,754    1,998,569  16,026,493 1,998,569

Net Loss Per Share                  (0.0001)       (0.04)     (0.003)    (0.05)

   The accompanying notes are an integral part of these financial statements

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

                                                         Six Months Ended
                                                              June 30
                                                       2001             2000

Cash Flows From Operating Activities:
Net (Loss)                                               (56,603)    (108,691)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                              1,000            -
Stock issued for services                                  1,212            -
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable                15,719      (15,674)
Decrease (Increase) in inventory                          13,534      (12,745)
Increase in accounts payable                               6,862       41,384
Increase in payroll liabilities                           27,249       25,443
(Decrease) in accrued expenses                             1,577            -
                                                          67,153       38,408

Net Cash Used in Operating Activities                     10,550      (70,283)

Cash Flow From Investing Activities:
Purchase of equipment                                    (24,553)     (24,658)
Net Cash Used In Investing Activities                    (24,553)     (24,658)

Cash Flow From Financing Activities:
Proceeds from issuance of common stock                         -       53,733
Proceeds from notes payable                               16,167       42,101
Net Cash Provided By Financing Activities                 16,167       95,834

(Decrease) Increase in Cash                                2,164          893

Cash and Cash Equivalents - Beginning of period            3,605            -

Cash and Cash Equivalents - End of period                  5,769          893

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

The accompanying notes are an integral part of these financial statements

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

1.  Presentation of Interim Information

In the opinion of the management of World-Am Communications, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of June 30,
2001, and the results of operations for the three months and six months ended
June 30, 2001 and 2000, and cash flows for the six months ended June 30, 2001.
Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2000.

ITEM 2.  PLAN OF OPERATION.

The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained elsewhere
in this report.

Twelve Month Plan of Operation.

In the year 2001, the Registrant will be actively pursue several
business objectives: corporate growth financing, including but not limited to
commercial lines of credit, capital formation activities, combined business
ventures, market development, product development, and strategic business
development.

In general, the Registrant's efforts during the year following the
acquisition of Isotec, Inc., to augment operating and growth capital has
encountered numerous, unexpected diversions. The Registrant has increased its
activities in pursuit of capitalization, employing new members of management,
legal and consulting teams. These actions, in combination with the
Registrant's plan to immediately take the steps necessary  to re-domicile the
corporation to Nevada with a new name and symbol in the near future, the
Registrant believes will aid in efforts to capitalize the company and increase
shareholder value.

In the year 2001, the Registrant will focus its attention on the
marketing of the existing product line of products and development of
"Transparent Security" product line.  The Registrant believes the
"Transparent Security" product line will be ready for introduction to the
market sometime during the second half of 2001.

"Transparent Security" product line is a line of monitoring and access
devices designed to be unobtrusive to the occupant or passerby.  Such devices
are designed to monitor and/or keep a count of how many people pass through a
certain area.  They may also be designed to detect certain items the owner of
the space may want to know about in order to monitor specific movements of the
individual(s) detected.  In some settings an owner may not want to restrict
access but does want to know if there is anyone entering who may be carrying a
concealed weapon in order that the particular individual may be monitored
discretely.

The Registrant believes that the "Transparent Security" products
already developed and those currently under development represent a major new
segment in the future growth of security product marketing industry.

With respect to the marketing of the Registrant's existing security
products line, the Registrant plans to:

Continue to develop dealerships in key geographic locations around the
United States.  One such Dealership was added in January 2001 in the New
York / New Jersey region.  This new dealer furnishes equipment to
clients such as the New York City Police Department, FBI, U.S.
Department of the Treasury and to Mexico.  The Registrant also recently
added a new dealer in the Mid-West.

The Registrant has entered into a Master Dealership agreement with a
company based in Mexico that will market the Registrants products
throughout Mexico.  The Registrant and this Mexican-owned company are
negotiating a joint manufacturing agreement.

The Registrant has entered into an agreement to provide a Model 644
Access Control Portal for evaluation by the internal security personnel
of a major U. S. based electronics manufacturer.  This portal will
integrate one of the "Transparent Security" products, an optical
product designed to provide passage control with minimal physical
barrier infrastructure, while employing this new high-level optical
technology.  If the evaluation is favorable, the Registrant believes
this manufacturer may purchase several similar units for installation in
their multiple facilities.

The Registrant recently entered into a Master Dealership agreement with
a company based in Honduras that will market the Registrant's products
throughout Central America.

The Registrant has hired a market development specialist to concentrate
on developing the distribution channels for the Registrant's product on
the national and international levels.  The main thrust of this effort
is to build up a network of dealers who will consistently market the
Registrants products.

In January 2001, the Registrant adopted a Non-Employee Directors and
Consultants Retainer Stock Plan.  This plan was adopted to permit the
Registrant to engage the services of consultants for the purposes of
helping to further develop and implement the Registrant's plan.  In
addition, the Registrant will utilize certain consultants to redesign
the corporate identity package.  This includes new logo(s), graphic
design, letterhead and other corporate communications.  It also is
anticipated that the Registrant will incorporate the new identity and
graphic design changes on the corporate Internet Web Site. The
Registrant is also considering utilizing the services of a lobbyist to
introduce the Registrant and its products to more governmental clients.
The payment of consultants with the stock of the Registrant aids in
conservation of working capital for operational needs.

The Registrant is exploring several avenues to obtain necessary
financing for growth.  The areas being explored include, but are not
limited to; commercial credit lines, capital formation (i.e. private
placement/Form SB-2 registration), combined business ventures and
factoring.

The Registrant is in discussions with a manufacturer of non-competitive
products.  The purpose of the discussion is to explore utilizing the
manufacturer's capacity to fabricate the metal components in the
Registrant's products.  Such an alliance would aid the Registrant in
accommodating more rapid growth and it would allow the manufacturing
company to utilize their production facility at higher level of
production.

The Registrant has a strategic alliance with a Colorado-based security
consultancy firm.  This firm specializes in evaluation of security
systems and procedures for many commercial and governmental entities
worldwide. The alliance is one of natural symbiosis and the two
companies are very comfortable with referring clients to one another in
the course of business.

The Registrant is seeking proposals from professional Investor Relations and
Public Relations firms to pursue sound conservative approach to communicating
information to the shareholders and the public on an effective and timely
basis and within the framework of the securities regulations.   The Registrant
plans to employ a new IR/PR firm during the first half of 2001.

Recent Developments.

During the first quarter of 2001, the Registrant continued to expand its
dealer network, both nationally and internationally with the addition of
Geovox Security, Inc., a Texas based dealer specializing in correctional
facilities, and the signing of a master dealership with a U.S. based, Turkish
Security dealer network. The second quarter of 2001 saw further expansion of
the dealership network with the addition of the Majestic Companies, promoting
school security systems, Remote Video Patrol, suppliers of equipment and video
monitoring services; and Kanche & Associates, consultants to the Registrant in
the areas of Correctional Facilities and Law Enforcement. Also of note, the
Registrant has become a master reseller for Remote Video Patrol.

In the first quarter of this year, negotiations were successfully
concluded with ADI, a division of Pittway Corporation, making Isotec a
supplier covering the sales of Isotec products throughout their national sales
organization. Initial orders were placed in the second quarter of 2001.

Also, during the second quarter, the Registrant manufactured and
installed portal systems for the Navy and the Federal Reserve. In addition,
the Registrant received over $130,000 in new orders during the month of June,
for government, commercial and retail customers.

During this period, the Registrant has made progress with respect to
planned acquisitions and/or marketing alliances. The Registrant has entered
into a non-binding LOI to acquire a controlling interest in a technology
development company whose intellectual property may provide Isotec a
proprietary product with multiple applications.

The Registrant in this period has continued to develop products in its
line of "Transparent Security" monitoring and access devices with the
delivery of the first pre-production unit of its door frame, thin line,
weapons/metal detector. A second such unit was delivered and featured at the
Forced Protection Equipment Demonstration show in Quantico, VA in the second
quarter.

The Registrant continues to pursue acquisition of necessary funding on
several fronts and has concluded discussions with one source and is proceeding
with two others. The Registrant has selected a new public relations firm and
plans to move forward with the relationship during the next reporting period.

Risk Factors in Connection with Plan of Operation.

An investment in the Registrant is subject to a number of risks.  Among
these risks are the following:

(a)  Registrant Has Had Limited Revenue, and Has Had Losses Since Inception
and Expects Such Losses to Continue for the Foreseeable Future.

The Registrant has had limited revenue during the last two fiscal years,
none in the fiscal year ended December 31, 1999, $65,201 in the fiscal year
ended December 31, 2000, and $133,385 in the six months ended June 30, 2001.
However, the Registrant has incurred significant operating losses, including a
net loss of $137,696 in fiscal 1999, a net loss of $487,710 in fiscal 2000,
and a net loss of $56,603 for the six months ended June 30, 2001.  At December
31, 2000, the Registrant had an accumulated deficit of $1,986,419; $2,043,022
as of June 30, 2001.

The future growth and profitability of the Registrant will be
principally dependent upon its ability to successfully market its products.
Accordingly, the Registrant's prospects must be considered in light of the
risks, expenses and difficulties frequently encountered in connection with the
establishment of a new business in a highly competitive industry,
characterized by new product introductions.  The Registrant anticipates that
it will incur substantial operating expenses in connection with the research,
development, and testing of its products and expects these expenses to result
in continuing and significant losses until such time as the Registrant is able
to achieve adequate revenue levels.  There can be no assurance that the
Registrant will be able to significantly increase revenues or achieve
profitable operations.

As a result of the fixed nature of many of the Registrant's expenses,
the Registrant may be unable to adjust spending in a timely manner to
compensate for any unexpected delays in the development and marketing of the
Registrant's products or any capital raising or revenue shortfall.  Any such
delays or shortfalls will have an immediate adverse impact on the Registrant's
business, operations and financial condition.

(b)  Registrant Will Need Additional Financing to Implement its Business Plan
and Such Financing May Be Unavailable or Too Costly.

The Registrant has sufficient cash flow to meet its operating
requirements through 2001, but there can be no assurance the Registrant will
continue to meet its cash requirements.  However, the current funds available
to the Registrant, and the revenues generated by the company, will not be
adequate for it to be competitive in the areas in which it intends to operate,
and may not be adequate for the Registrant to survive.  Therefore, the
Registrant will need to raise additional funds in order to fully implement its
business plan (up to $1,000,000 over the next twelve months); this will enable
the company, among other things, to hire an additional three employees.  The
Registrant's continued operations therefore will depend upon its ability to
raise additional funds through bank borrowings, equity or debt financing.
There is no assurance that the Registrant will be able to obtain additional
funding when needed, or that such funding, if available, can be obtained on
terms acceptable to the Registrant.  If the Registrant cannot obtain needed
funds, it may be forced to curtail or cease its activities.  If additional
shares were issued to obtain financing, current shareholders may suffer a
dilution on their percentage of stock ownership in the Registrant.

(c)  There Can Be No Assurance that the Marketplace Will Accept and Utilize
Products that May Be Developed by Registrant.

There can be no assurance that any products successfully developed by
the Registrant will ever achieve significant market acceptance.  The
Registrant's products compete with a number of products manufactured and
marketed by major e-commerce and technology companies, as well as new products
currently under development by such companies and others.  The degree of
market acceptance of any products developed by the Registrant will depend on a
number of factors, including the establishment and demonstration of the
efficacy of the product candidates, their potential advantage over alternative
methods and reimbursement policies of government and third party payors.
There can be no assurance that the marketplace in general will accept and
utilize any products that may be developed by the Registrant or its corporate
collaborators.  If not accepted, an investor's entire investment maybe lost.

(d)  Production of Products May be Affected by Ability to Secure Necessary
Materials.

The Registrant's success is dependant upon being able to secure the
materials necessary to quickly and efficiently produce the products that the
Registrant offers to the public.  Production is also dependant upon the
Registrant continuing to employ individuals to assist in the manufacture of
the products.  The Registrant cannot guarantee that the Registrant will be
able to obtain the materials necessary to produce the Registrant's products,
nor can the Registrant guarantee that it will be able to retain the employees
that it currently employs to continue to manufacture the Registrant's
products.  Failure in either respect could be detrimental to the Registrant's
success.

(e)  Process of Government Approval of Products May Slow Sales.

The Registrant's success is dependant upon being able to secure
government approval for the products that the Registrant manufactures and
installs in facilities.  Many of the clients of the Registrant are
governmental entities and future regulation may deem the products that the
Registrant manufactures obsolete or ineffective.  Failure to obtain government
approval for the Registrant's products could be detrimental to the
Registrant's success.

The Registrant is also subject to numerous federal, state and local
laws, regulations and recommendations relating to safe working conditions,
manufacturing practices, research and development activities.  The Registrant
is unable to predict the extent of government regulations which might have an
adverse effect on the discovery, development, production and marketing of the
Registrant's products.  Also, there can be no assurance that the Registrant
will not be required to incur significant costs to comply with current or
future laws or regulations or that the Registrant will not be adversely
affected by the cost of such compliance.

(f)  No Assurance of Protection of Proprietary Information May Affect Ability
to Compete.

Certain of the Registrant's know-how and proprietary technology may not
be patentable.  To protect its rights, the Registrant requires management
personnel, employees, consultants, and advisors to enter into confidentiality
agreements.  There is no assurance, however, that these agreements will
provide meaningful protection for the Registrant's trade secrets, know-how or
other proprietary information in the event of any unauthorized use or
disclosure.

(g)  Competition May Affect the Ability to Attract and Retain Customers.

There are inherent difficulties for any new company seeking to enter an
established field. The Registrant may experience substantial competition in
its efforts to locate and attract customers for its services.  Many
competitors in the Registrant's field have greater experience, resources, and
managerial capabilities than the Registrant and may be in a better position
than the Registrant to attract such customers.  There are a number of larger
companies which may directly compete with the Registrant.  Such competition
could have a material adverse effect on the Registrant' profitability or
viability.

(h)  Influence of Other External Factors May Affect Registrant's Ability to
Survive.

The security industry in general is a speculative venture necessarily
involving some substantial risk. There is no certainty that the expenditures
to be made by the Registrant will result in a commercially profitable
business.  The marketability of its services will be affected by numerous
factors beyond the control of the Registrant.  These factors include market
fluctuations, and the general state of the economy (including the rate of
inflation and local economic conditions), which can affect peoples'
discretionary spending.  Factors which leave less money in the hands of
potential customers of the Registrant will likely have an adverse affect on
the Registrant.  The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Registrant
not receiving an adequate, or any, return on invested capital.

(i)  Control of Registrant by Officers and Directors Leave Other
Shareholders with Less Control Over Registrant Matters.

The Registrant's officers and directors beneficially own approximately
56% of the outstanding shares of the Registrant's common stock.  As a result,
such persons, acting together, have the ability to exercise influence over all
matters requiring stockholder approval.  Accordingly, it may be difficult for
the investors hereunder to effectuate control over the affairs of the
Registrant.  Therefore, it should be assumed that the officers, directors, and
principal common shareholders who control the majority of voting rights will
be able, by virtue of their stock holdings, to control the affairs and
policies of the Registrant.

(j)  Loss of Any Key Personnel May Affect the Ability of Registrant to
Operate.

The Registrant is dependent upon a relatively small number of key
management personnel and key employees and the loss of any of these key
management personnel and key employees could have  an adverse effect on the
Registrant.   Competition among technical companies for qualified employees is
intense, and the ability to retain and attract qualified individuals is
critical to the success of the Registrant.  Currently, none of such management
personnel has an employment agreement with the Registrant.  Therefore, there
can be no assurance that the Registrant will be able to attract and retain
such individuals currently or in the future on acceptable terms, or at all.
In addition, the Registrant does not maintain "key person" life insurance on
any officer, employee or consultant of the Registrant.

In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of the
Registrant.  Investors will only have rights associated with shareholder
ownership interest rights to make decisions which effect the Registrant.  The
success  of the Registrant, to a large extent, will depend on the quality of
the directors and officers of the Registrant.  Accordingly, no person should
invest in the shares unless he is willing to entrust all aspects of the
management of the Registrant to the officers and directors.

(k)  Growth of Registrant Could Affect Management's Ability to Control
Registrant.

The Registrant's future growth, if any, may cause a significant strain
on its management, operational, financial and other resources.  The
Registrant's ability to manage its growth effectively will require it to
implement and improve its operational, financial, manufacturing and management
information systems and to expand, train, manage and motivate its employees.
These demands may require the addition of new management personnel and the
development of additional expertise by management.  Any increase in resources
devoted to research, product development and marketing and sales efforts
without a corresponding increase in The Registrant's operational, financial,
manufacturing and management information systems could have a material adverse
effect on the Registrant's business, financial condition, and results of
operations.

(l)  Limitations on Liability, and Indemnification, of Directors and Officers
May Result in Financial Outlays by Registrant.

The Florida Statutes provide for permissive indemnification of officers
and directors and the Registrant may provide indemnification under such
provisions.  Any limitation on the liability of any director, or
indemnification of directors, officer, or employees, could result in
substantial expenditures being made by the Registrant in covering any
liability of such persons or in indemnifying them.

(m)  Potential Conflicts of Interest May Arise With Regard to Other Business
Activities of the Directors.

The directors of the Registrant have other business interests to which
they devote time.  As a result, certain conflicts of interest may arise
between the Registrant and the directors which might not be susceptible to
resolution.  Any potential conflicts of interest will be resolved through
exercise by the directors of such judgment as is consistent with their
fiduciary duties to the Registrant.  It is the intention of management, so as
to minimize any potential conflicts of interest, to present first to the board
of directors of the Registrant, any proposed investments for its evaluation.

(n)  Lack of Cumulative Voting Will Affect a Shareholder's Ability to Elect a
Board Member.

Holders of the shares are not entitled to accumulate their votes for the
election of directors or otherwise. Accordingly, the holders of a majority of
the shares present at a meeting of shareholders will be able to elect all of
the directors of the Registrant, and the minority shareholders will not be
able to elect a representative to the Registrant's board of directors.

(o)  Absence of Cash Dividends May Affect a Shareholder's Return on His
Investment.

The board of directors does not anticipate paying cash dividends on the
shares for the foreseeable future and intends to retain any future earnings to
finance the growth of the Registrant's business.  Payment of dividends, if
any, will depend, among other factors, on earnings, capital requirements, and
the general operating and financial condition of the Registrant, and will be
subject to legal limitations on the payment of dividends out of paid-in
capital.

(p)  Risk of Low Priced Securities May Affect the Liquidity of Registrant's
Stock.

The Registrant's common stock is subject to the low-priced security or
so called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The Securities
Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure
in connection with any trades involving a stock defined as a penny stock
(generally, according to recent regulations adopted by the U.S. Securities and
Exchange Commission, any equity security that has a market price of less than
$5.00 per share, subject to certain exceptions), including the delivery, prior
to any penny stock transaction, of a disclosure schedule explaining the penny
stock market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-dealers to
sell the Registrant's common stock and thus, ultimately, the ability of the
investors to sell their securities in the secondary market.

(q)  Because of a Limited Public Market for Registrant's Securities, an
Investor May Not Be Able to Liquidate the Shares Readily or at All.
Prior to this offering, there has been only a limited public market for
the shares of common stock being offered.  Since inception of public trading
of the Registrant's common stock on the Pink Sheets LLC in February 2000,
there has been only a limited public market for the common stock of the
Registrant.  There can be no assurance that an active trading market will
develop or that purchasers of the shares will be able to resell their
securities at prices equal to or greater than the respective initial public
offering prices.

The market prices for the securities of technology companies have
historically been highly volatile.  The market has from time to time
experienced significant price and volume fluctuations that are unrelated to
the operating performance of any particular company.  The market price of the
shares may be affected significantly by factors such as announcements by the
Registrant or its competitors, variations in the Registrant's results of
operations, and market conditions in the retail, electron commerce, and
internet industries in general.  The market price may also be affected by
movements in prices of stock in general. As a result of these factors,
purchasers of the shares offered hereby may not be able to liquidate an
investment in the shares readily or at all.

(r)  Failure to Maintain Market Makers by Registrant Could Affect the Stock's
Liquidity.

If the Registrant is unable to maintain at least one National
Association of Securities Dealers, Inc. member broker/dealers as a market
maker, the liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but also
through possible delays in the timing of transactions, and lower prices for
the common stock than might otherwise prevail.  Furthermore, the lack of
market makers could result in persons being unable to buy or sell shares of
the common stock on any secondary market.  There can be no assurance the
Registrant will be able to maintain such market makers.

(s)  Shares Eligible For Future Sale May Result in Dilution to Other
Shareholders.

All of the 7,274,918 shares of common stock  which are currently held,
directly or indirectly, by management have been issued in reliance on the
private placement exemption under the Securities Act of 1933.  Such shares
will not be available for sale in the open market without separate
registration except in reliance upon Rule 144 under the Securities Act of
1933.  In general, under Rule 144 a person (or persons whose shares are
aggregated) who has beneficially owned shares acquired in a non-public
transaction for at least one year, including persons who may be deemed
affiliates of the Registrant (as that term is defined under that rule) would
be entitled to sell within any three-month period a number of shares that does
not exceed the greater of 1% of the then outstanding shares of common stock,
or the average weekly reported trading volume during the four calendar weeks
preceding such sale, provided that certain current public information is then
available.  If a substantial number of the shares owned by these shareholders
were sold pursuant to Rule 144 or a registered offering, the market price of
the common stock could be adversely affected.

Forward Looking Statements.

The foregoing Plan of Operation contains "forward looking statements"
within the meaning of Rule 175 under the Securities Act of 1933, as amended,
and Rule 3b-6 under the Securities Act of 1934, as amended, including
statements regarding, among other items, the Registrant's business strategies,
continued growth in the Registrant's markets, projections, and anticipated
trends in the Registrant's business and the industry in which it operates.
The words "believe," "expect," "anticipate," "intends," "forecast," "project,"
and similar expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations and are
subject to a number of risks and uncertainties, certain of which are beyond
the Registrant's control.  The Registrant cautions that these statements are
further qualified by important factors that could cause actual results to
differ materially from those in the forward looking statements, including,
among others, the following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures, changes in the market
price of ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained herein will in fact transpire or prove to be accurate.  The
Registrant disclaims any intent or obligation to update "forward looking
statements."

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Registrant is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Registrant
has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

On May 7, 2001, the Registrant sold 1,224,489 shares of common stock to
one accredited investor for a total consideration of $30,000 ($0.0245 per
share).  This offering was undertaken under Rule 506 of Regulation D by the
fact that:

the sale was made to an accredited investor as defined in Rule 502;

the Registrant gave the purchaser the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and
to obtain any additional information which the Registrant possessed or
could acquire without unreasonable effort or expense that is necessary
to verify the accuracy of information furnished;

at a reasonable time prior to the sale of securities, the Registrant
advised the purchaser of the limitations on resale in the manner
contained in paragraph Rule 502(d)2 of this section;

neither the Registrant nor any person acting on its behalf sold the
securities by any form of general solicitation or general advertising;
and

the Registrant exercised reasonable care to assure that the purchasers
of the securities are not underwriters within the meaning of section
2(11) of the Act in compliance with Rule 502(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.

None.

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

Exhibits.

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

Reports on Form 8-K.

No reports on Form 8-K were filed during the second quarter of the
fiscal year covered by this Form 10-QSB.

                                   SIGNATURE

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


                                              World Am Communications, Inc.



Dated: August 13, 2001                        By: /s/ James H. Alexander
                                              James H. Alexander, President

                                 EXHIBIT INDEX

Exhibit                          Description
No.

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

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

3.1     Articles of Incorporation, dated June 29, 1994 (incorporated by
        reference to Exhibit 3.1 of the Form 8-K12g3 filed on May 16,  2000).

3.2     Amended Articles of Incorporation, dated April 6, 1995
       (incorporated by reference to Exhibit 3.1 of the Registration
        Statement on Form 8-K12g-3 filed on May 16, 2000).

3.3     Articles of Amendment to Articles of Incorporation, dated February
        7, 1997 (incorporated by reference to Exhibit 3.1 of the Form 8-
        K12g-3 filed on May 16, 2000).

3.4     Articles of Amendment to Articles of Incorporation, dated July 2,
        1997 (incorporated by reference to Exhibit 3.1 of the Form 8-K12g-
        3 filed on May 16, 2000).

3.5     Articles of Amendment to the Articles of Incorporation, dated
        August 17, 1998 (incorporated by reference to Exhibit 3.1 of the
        Form 8-K12g-3 filed on May 16, 2000).

3.6     Articles of Amendment to Articles of Incorporation, dated January
        18, 2000 (see below).

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).

21      Subsidiaries of the Registrant (incorporated by reference to
        Exhibit 21 of the Form 10-KS filed on April 2, 2001).

                               EX-3.6

        ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION


                           ARTICLES OF AMENDMENT
                                    TO
                         ARTICLES OF INCORPORATION
                                    OF
                        WORLD AM COMMUNICATIONS, INC.

Pursuant to the provisions of Section 607.1006, Florida Statutes, the
undersigned Florida profit corporation adopts the following articles of
amendment to its articles of incorporation.

FIRST:  Amendment(s) adopted: (INDICATE ARTICLE NUMBERS BEING AMENDED, ADDED
OR DELETED).

ARTICLE FOUR: The corporation is authorized to issue 500,000,000 common shares
at $0.0001 par value, and no preferred shares of any class.

ARTICLE TWELVE: The corporation shall not offer pre-emptive rights to any
shareholder of the corporation.

ARTICLE THIRTEEN: The corporation shall not offer cumulative voting to any
shareholder of the corporation.

SECOND: The date of adoption of the amendment(s) was: January 18, 2000.

THIRD: Adoption of Amendment (CHECK ONE).

The amendment was adopted by the board of directors and approved by the
majority shareholders with 100,000,000 shares out or 114,228,200 voting in
favor of the action.

WORLD AM COMMUNICATIONS, INC.
Corporation Name


By: /s/  Robert Esposito
Robert Esposito, President, Secretary, and Sole Director
January 18, 2000.