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

                                 -------------
                                | FORM 10-KSB |
                                 -------------
                                 ANNUAL REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

             Transmitted Using Small Business Disclosure Format
                For the quarterly period ended September 30, 2003

                           -----------------------
                          |World Associates, Inc.|
                           -----------------------
                          Stock Symbol: OTCBB: WAIV
                       Commission File Number 000-27949

                       Nevada                     88-0406903
            (State of incorporation)          (IRS Employer ID)

                            World Associates, Inc.
                        4160 S. Pecos Road, Suite 20
                          Las Vegas, Nevada 89121
                              (702) 914-6092

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:  NOT APPLICABLE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:

COMMON STOCK  $.001 PAR VALUE PER SHARE, LISTED: OTC: Bulletin Board
PREFERRED STOCK  $.001 PAR VALUE PER SHARE,  LISTED:  NONE

HAS ISSUER:  (1) filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the past 12 months, and (2) filed reports due in the
past 90 days.    Yes [X]     No  [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [  ]

                                TRANSFER AGENT:
                        Pacific Stock Transfer Company
                       500 E. Warm Springs Rd., St. 240
                           Las Vegas, Nevada 89119

            ACCOUNTANT:                         SECURITIES COUNSEL:
    Weinberg & Company, P.A.                    Jack Halperin, Esq.
  6100 Glades Road, Suite 314               60 E. 42nd Street, Suite 565
    Boca Raton, Florida 33434                New York, New York 10165
<page>

COMPANY DETAILS

ANNUAL REVENUES:
The Company's revenues for its most recent fiscal year were:  $0.00

MARKET VALUE OF THE COMMON EQUITY HELD BY NONAFFILIATES IS:
As of April 9, 2004 the value of the common equity held by non-affiliates was:
$1,925,055

BANKRUPTCY:
The Company has NOT been involved in a bankruptcy proceeding during the past
five years.

COMMON STOCK OUTSTANDING
On December 31, 2003 the Company had 78,967,500 shares of $0.001 par value
common stock outstanding.

PREFERRED STOCK OUTSTANDING
There were eight shares of $.001 par value preferred stock issued and
outstanding as of December 31, 2003.  As follows:

Preferred Stock Series        Number of Shares Issued

Series A    One
Series B    One
Series C    One
Series D    One
Series E    One
Series F    One
Series G    Two
Series H    One

Subsequent to this filing Series A, B, C, E & F were cancelled.  (Please see
ITEM 3:  LEGAL PROCEEDINGS)

DOCUMENTS INCORPORATED BY REFERENCE:

The following documents that are incorporated into and made a part of this 10KSB
annual report by reference include the following:  all the periodic filings or
press releases made by the Company since it began reporting in January of 2000.

Transitional Small Business Disclosure Format (Check one):  Yes _X_  No__

                        SAFE HARBOR NOTICE TO INVESTORS:
This annual report on form 10-KSB, press releases and other Company filings or
communications contain forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties that may cause actual results to differ materially from
those discussed in such forward-looking statements. The forward-looking
statements within this annual filing are identified by words such as "believes",
"anticipates", "expects", "intends", "may", "will" and other similar expressions
regarding the Company's intent, belief and current expectations. However, these
words are not the exclusive means of identifying such statements. In addition,
any statements that refer to expectations, projections or other
characterizations of future events or circumstances and statements made in the
future tense are forward-looking statements.
<page>
Readers are cautioned that forward-looking statements may differ materially from
actual or projected results as a result of various risk factors, many of which
are beyond the control of the Company. The Company remains exposed to risk
factors some of which are discussed below or which may be included in other
Company communications, press releases, and filings that include: general
economic conditions; the terms for and the availability of financing or capital
to support the growth and development of the enterprise without which the
Company's operations may be threatened; the availability of qualified and
ethical personnel; a failure to comply with various governmental regulations due
to inadvertent error or omission; the legal threat or uncertainty that results
from legal actions or lawsuits, market competition; unanticipated cost overruns,
meeting time critical filing or other deadlines with the SEC or other
governmental agencies; undiscovered title or other issues that affect real
property the Company is involved with in an adverse way; liability claims; the
inability to obtain entitlements or approvals for real property or the inability
to obtain same in a timely fashion; poor conditions for selling the Company's
stock; not being adequately insured or the high cost of insurance and others.
Statements made herein are not a guarantee of future corporate or stock
performance.

The Company undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events
or circumstances occurring subsequent to the filing or other Company
communications. Finally, readers are urged to carefully review and consider the
various disclosures made by the Company in this annual filing and other
communications.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS; BUSINESS DEVELOPMENT SINCE INCEPTION:

Historical Summary:

World Associates, Inc. (the "Company") was incorporated on June 19, 1990, under
the name of American Long Distance Services, Inc.  The Company's initial
Directors and Officers were Landa Friedman and Barry Friedman.  They resigned
their positions as Officers and Directors in August of 1991 and Paul W. Andre,
M. Paula Rowe, and Sandra J. Andre were elected as Directors and Officers.  In
August of 1990, the Board changed the Company's name to LA Associates, Inc. and
on October 19, 1998 it was changed again to LA Investment Associates, Inc.   The
Company made a request to have its stock quoted on the NQB Pink Sheets that was
approved by the NASD in January of 1999.  The stock initially traded under the
symbol LAIV.  Paul W. Andre, Paula Rowe and Sandra Andre resigned any positions
they had as Officers and Directors of the Company in May of 1999.  The Company
had no business operations of any kind during this time and its sole asset was
its status as a public company.

In May of 1999 Randall Prouty, together with other investors, purchased control
of the Company.  He was the largest single investor and the controlling
shareholder.  He also became the Chief Executive Officer of the Company.  There
were two other members elected to the Board of Directors on December 1, 2001:
Jon Litchman, Esquire, (who resigned in April of 2002 due to other commitments)
and Stephen Danner, C.P.A., who still serves.  The Company, at the Board's
direction, began to investigate, and where warranted, enter into negotiations to
acquire a suitable target company or business opportunity.




<page>

Company Files With the SEC to be a Fully Reporting Public Company:

The Company filed a Form 10SB with the SEC in November of 1999 and was cleared
as a reporting public company by the SEC in January of 2000.  Since January of
2000 the Company has made regular periodic filings as required by the Securities
and Exchange Act.

In September of 2000, the Company changed its name to World Associates, Inc. and
began trading under the symbol WAIV.

Real Property Acquisitions:

In May of 2002, the Company formed a new wholly owned subsidiary, Superior Real
Estate Inc. a Nevada corporation, ("Superior"), to receive real property it
acquired in exchange for its preferred stock. That transaction represented a
milestone for the Company and it marked the beginning of its transition from a
development stage into an enterprise with full-scale operations in the real
estate field.  Complete details on the above transactions can be found in the
Annual Report filed on Form 10KSB in April of 2003 which covers the period of
the transactions during 2002.

The Business of Issuer:

The Company is engaged in the real estate business through its wholly owned
subsidiary, Superior Real Estate, Inc. ("Superior").  World Associates, Inc.
functions as a holding company for Superior.  The Company will consider other
investments to complement Superior's business in the future, but its current
priority is developing the real property Superior acquired.  This includes
property for homes that are part of the Company's Infill Housing Program and
land it acquired as part of its land development business.  Infill housing,
using factory-built homes in an affordable range, and land development are the
two primary businesses in which Superior is engaged in developing.

Infill Housing and Land Development:

The first area of concentration is developing newly designed factory-built home
projects in an affordable price range.  The second is the land development
business.  That is the business of investing in raw land and then getting it
entitled or approved for development by local municipalities or counties,
thereby adding significantly to its value.

Superior Real Property Assets and Real Property Interests:

The Company has acquired various real estate assets, in addition to other real
property interests, primarily joint venture interests, where Superior is
designated as the primary developer of a subject property.  Superior owns
several parcels of land for development.  The largest is 80 acres in Rosamond,
CA that can potentially be developed for 450 homes.  Superior also owns a
project known as Vista Valley in Yucca Valley, CA that is planned for 96
multi-family units and various interests in other lots on infill locations in
Beaumont, Yucaipa, Quail Valley, Menifee, and Llano California.  These are
generally lots purchased in cooperation with investors who share in a portion of
the profit when the home is developed and the property is sold.

Superior will not focus on office, retail or larger commercial investments at
this time.  Rather, the Company will pursue investments that include housing
projects using factory-built homes in an affordable range and land development,
or opportunities that support those efforts.
<page>
Factory-Built Housing:

Superior concentrates on factory built housing projects that are affordable,
using designs with real curb appeal and which are financed using conventional
home loans. The use of factory-built units can simplify the development process.
Superior is working on its own line of Superior branded home designs and designs
for a prototype community.  A "Superior Community" will center on a lifestyle
amenity, for example a golf, water or equestrian theme.  Superior's homes will
be offered with appealing interior and exterior features and each will have a
ten-year warranty.

One good source of independent information about manufactured housing is the
Manufactured Housing Institute, a non-profit organization whose purpose is to
provide information and education about manufactured housing topics. They can be
reached on the web at:
http://www.manufacturedhousing.org

Land Development:

The second market the Company plans to focus on is land development.  This
process includes planning a site for development and obtaining the entitlements
and approvals that are required before selling it to homeowners, builders or
investors.  The profit in many real estate transactions often starts with the
land due to appreciation, entitlement efforts, demographic pressure, etc.,
rather than a profit made during construction or later while managing property.


The main method for value creation in the land development business is to plan
and process raw land so that it is approved for development by local
municipalities or counties, thereby adding significantly to its value.  A land
investor need not deal with construction, lease-up and rental, long sellout
periods, subcontractors and more.  The Company believes that developing land
entails fewer risks than other construction-heavy development.  When land is
purchased un-leveraged (without any loan or financing) the carrying risk is
diminished allowing the investor to weather most downturns.  Purchasing land
without leverage is the Company's strong preference where it is practical.

In California, the primary market the Company is focused on at this time, many
sub-markets are virtually out of fully entitled residential land.  Builders in
California generally buy entitled land so they can save time and carrying costs.
 Superior owns some sites that it is processing with local municipalities so
they can be finally developed.

The Effect of Government Regulation:

The Company is subject to the regulations and rules promulgated under the
Securities and Exchange Act of 1934, as amended.  As a result, the Company is
affected by the regulations that govern the public marketplace and companies.
The effects of this regulation are well reported and have been discussed widely
in the financial press.

The Company is also affected by state and local requirements that define the
manner in which real property can be developed.  This consists primarily of
state and local land use regulations.





<page>

Entitlements can be defined as the approvals that are required by the local
county and/or city in which real property is located.  All of the property the
Company owns is affected by such regulations.  In general, it is Superior's
policy not to take "entitlement" risk to the extent possible.  In other words,
the Company will not usually attempt to approve land for uses that are not in
conformity with the local municipality's intended plan for the area.

Processing the entitlements on a piece of land is one way to add to its value.
It is a process the Company deals with daily as it processes the entitlements
for land it owns, or when it considers parcels for purchase or development.

Employees:

The day-to-day affairs of the Company are managed by a management team
consisting of Randall Prouty, (President of the Company and the current
President of Superior), LeRoy West (Mr. West accepted a position as Vice
President of Superior in March of 2004) and the Company's corporate counsel, Wil
Roche.  Mr. West will play a key role in Superior's day-to-day management
supervising development operations.  He was also recently elected to the Board
of Directors.  There are other investor shareholders that are playing a key role
in supporting the Company during this time.

There are six other staff members engaged in project management, due diligence,
accounting, shareholder relations, public relations and marketing functions.
Several staff members are shareholders that are contributing their efforts as
sweat equity to reduce overheads during the development stage.  The Company is
also using other outside contractors on a project basis to perform civil
engineering, site planning, construction and other property development tasks,
as is common in the real estate industry.

ITEM 2. DESCRIPTION OF PROPERTY:

Property Name    Owner on Title    Book Value

MIRACLE LAKE    Superior Real Estate, Inc.     $4,603,000

Miracle Lake is an 80-acre site just off of the Avenue "A" along Interstate 14
in Rosamond, California in the area of Edwards Air Force Base.  The property is
currently vacant land that is being planned as a residential community with more
than 400 units.  Superior intends to use factory-built homes located on
permanent foundations in the development. The community will offer an affordable
product targeted toward seniors.  There is a current appraisal on the property
"As-Is" for $5,000,000 as of February of 2004.  This project is still in the
planning and entitlement stage. That will take several months to complete.

Superior has evidence that there are significant water resources under this
site.  In the past water was pumped from a deep-water aquifer to create a small
lake.  Superior has considered developing the water resource alone and/or using
it to provide a water amenity for the proposed community.  The property is
located in the desert where that approach would be appreciated. The homes are
expected to be attractive one story single-family homes with approximately 1,500
square feet and a two-car garage.  If the sale price for the homes is $175,000
per unit, Miracle Lake has the potential to produce more than $60 Million in
revenue over a four-year period. The property is located in an area that is
expanding outward from Los Angeles.  The area has seen a significant increase in
activity recently as buyers are moving further into desert areas in search of
economically priced land and homes.

<page>

The Miracle Lake property is subject to infrastructure bonds issued by the
Rosamond Community Services District (the "District").  It is unclear how these
bonds will be resolved at this time.  The District has not established a clear
policy for resolving them.  Superior expects a plan will be adopted at some
point. As, if and when a clear plan is adopted that requires it to do so,
Superior will record a lien related to the bonds against the property on its
books.  The bonds may simply be passed through on a pro rata basis to the end
buyers of properties in the development as is common with other bond issues of
this type.

Property Name    Owner on Title    Book Value

VALLEY VISTA    Superior Real Estate, Inc.        $422,845

Valley Vista is an 8.88-acre piece of land with a tentative tract map for 96
multi-family units located in Yucca Valley, California.  These units may be
rented or sold as condominiums.  There should be a completed tract map complete
for the property in the next several months.  The product for this development
includes two and three bedroom units ranging from 900 square feet to 1200 square
feet.

Superior has an appraisal for this land showing it worth $700,000 and it has had
offers on the property for more than that.  The project has a loan of $300,000
against it.  Valley Vista is located in Yucca Valley, California where they are
experiencing a long period of sustained growth.  This property is subject to the
terms of a joint venture wherein the investors are entitled to one half of the
profits.

Industrial Property:

Superior owns a property consisting of 12.5 acres in Rosamond, California that
it refers to as the industrial property.  The property was acquired with the
Company's Series F Preferred Stock (see ITEM 3.  LEGAL PROCEDINGS for relevant
details on the status of the Series F stock.)  This site is being held for
future development.  It is carried on the books at a value of $70,000.

Infill Housing Projects:

These are joint ventures where the Company is providing financing and
development expertise and partners are supplying investment capital for a
portion of the profits.

Project    Units    Type

Infill Funding Projects    Four    Single family from $200,000 to $350,000
DMJ Properties, Inc.     Seven    Single family from $260,000 to $350,000
Morrissey JV    One    Single family $350,000 range
Sierra Estates JV    Four    Single Family $350,000 to $400,000
Davenport JV    Four    Single Family $350,000 to $420,000
Antelope Valley    Three    Single Family $250,000 to $300,000

Fairmont Estates:

This is a joint venture related to a 115-acre property located in Beaumont,
California.  The site is being planned for a 70 unit housing community.  This
property has a cash reserve set up to pay for predevelopment expenses.  (Please
see LEGAL PROCEEDINGS for other information related to this project.)

<page>

I-5 City Joint Venture:

This is a joint venture involving a 775-acre site situated at a key intersection
in California located at I-5 and Route 152 in Los Banos, CA, just east of the
Silicon Valley area. The site is zoned highway commercial, but a portion is
likely to be developed for residential.  This is a land development project that
has great potential, but it may not be viable unless key issues are resolved
include the availability of utilities, timing issues and others problems.

ITEM 3. LEGAL PROCEEDINGS:

On or about April 23, 2003, Superior Real Estate, Inc. (a wholly owned
subsidiary of the Company, "Superior"), filed legal actions against Superior
Development, Inc., ("SDI"), Howard Palmer, a Third Party and others.  That
action was first reported in the Company's first quarter 10Q filed in 2003.  A
settlement was reached with the Third Party and those details were reported in
an 8-K filing on August 1, 2003.  After the settlement with the Third Party the
Company amended its complaint against SDI, Howard Palmer and others and
proceeded against them for damages.

In February 2004, the Company and Superior settled the litigation with SDI and
Palmer.  Under the terms of the settlement the Company's Preferred Stock Series
A, B, C, E, & F with a total face value of $7,400,000 was returned to the
Company and cancelled, and the Company and Superior issued a joint obligation
promissory note to SDI in the amount of $100,000, payable with interest at the
rate of $5,000 per month.  (The cancelled stock was issued as consideration for
various real properties acquired by Superior from SDI in July 2002. Details of
these transactions can be found in the Company's annual 10K filed in April of
2003.)

After due consideration the Company has concluded that a one-time adjustment
should be made that reflects an accounting gain from the settlement.  It will
show the gain as accounting income to Superior under GAAP and it will be
reflected as such in the Company's consolidated financial statements for the
first quarter of 2004.  The amount of the gain is estimated to be $4,970,000.
(Note: The Company does not expect the accounting gain realized as a result of
the settlement to have to be recognized for income tax purposes under Internal
Revenue Code Section 108(e) (5), which excludes this type of purchase-money debt
reduction from income and treats it as a price reduction.  The effect of this
"price reduction" will be to reduce the Company's basis in these assets to the
reduced price. The built-in gain will have to be recognized in the future when
the assets are sold in a tax-recognition transaction.)

New Legal Action:

In or about October 2002, Superior acquired from Robert E. O'Leary (and/or
various O'Leary-related entities which Mr. O'Leary owned or controlled) an
interest in a joint venture called Beaumont Route 79, which involves the
development of a 115-acre parcel of real property in Riverside County known as
Fairmont Estates, in exchange for the issuance of Company stock. This
transaction was described in the Company's 10KSB filed April 15, 2003.







<page>

In late February 2004, one of the joint venture partners filed suit against
various defendants, including Mr. O'Leary and entities in which Mr. O'Leary owns
an interest and/or controls that were formerly and/or are currently involved in
the joint venture. The Company and Superior were also named as defendants. The
Company and Superior have not yet filed any responsive pleadings in the action.
On request of the Company and Superior, the plaintiffs agreed to extend the time
the defendants (including the Company and Superior) have to file responsive
pleadings, in order give the parties time to informally address the plaintiffs'
underlying concerns and explore the possibility of settling the matter without
litigation. The Company and Superior have undertaken an internal investigation
of the allegations in the complaint and related matters, which is on-going at
the present time. Based on information currently available, the Company believes
that neither it nor Superior has done anything improper in connection with the
joint venture, and the Company hopes to be able to settle the suit in the near
future

Other Relevant Matters - Possible Legal Action:

Robert O'Leary became President of Superior in July of 2002 following the
Company's acquisition, in July 2002, of various real estate assets owned by
Superior Development, Inc. with which Mr. O'Leary was then affiliated. (These
acquisitions were discussed in the Company's 10KSB filed  in April of 2003.) At
the time Mr. O'Leary became President of Superior, he also became a director of
the Company and one of its major shareholders. A total of 26,500,000 shares of
the Company's common stock were issued to Mr. O'Leary at or about that time in
exchange for services and the transfer of certain real estate joint venture
interests that Mr. O'Leary represented that he owned or were owned by entities
in which he had an interest and/or controlled. (This stock issuance was
discussed in the same 10KSB mentioned above.)

Disagreements have arisen between Mr. O'Leary and the Boards of Directors of the
Company and Superior with regard to various matters, including issues related to
the joint ventures, issues related to Mr. O'Leary's outside interests, and
issues related to the performance of Mr. O'Leary's duties as President of
Superior. The issues regarding the joint venture interests include concerns the
Company has about the present value of those interests, the accuracy of the
information Mr. O'Leary provided about them, their viability and status (and the
value, viability and status of the underlying properties) at the time the joint
venture interests were acquired in exchange for the Company's stock. The issues
regarding Mr. O'Leary's outside interests involve concerns the Company has about
the existence of potential or actual conflicts of interest, and the possible
diversion of corporate opportunities and interests, to entities controlled by
Mr. O'Leary or in which he has an interest.















<page>

The Company has initiated an internal investigation into the above-mentioned
matters, which is on-going at the present time.

In light of the foregoing matters, and pending the outcome of the Company's
on-going investigation, the Company's Board of Directors has taken several steps
that it felt were necessary and in the best interests of the Company and its
shareholders. First, the Company has removed Mr. O'Leary as President of
Superior, effective as of April 1, 2004. Second, the Company has requested that
Mr. O'Leary resign as a director of the Company. Third, with regard to the
above-mentioned joint ventures, in accordance with what the Board of Directors
understands to be proper accounting procedures, on its financial statements as
of December 31, 2003, the Company has written down to zero the joint ventures it
believes have no supportable current value and for which no reliable data has
been provided by Mr. O'Leary in support of a higher valuation. Fourth, The
Company has requested that Mr. O'Leary return the 25,000,000 shares of its
common stock which the Company issued to him in exchange for the subject joint
venture interests, including Fairmont Estates, the one referred to above under
the heading "New Legal Action." In connection therewith, the Company has offered
to re-assign its remaining interests in such joint ventures to Mr. O'Leary.

There is a disagreement between the Company and Mr. O'Leary as to the
consideration for, and the terms on which the above-mentioned shares were issued
to Mr. O'Leary. There are discussions underway between the Company and Mr.
O'Leary regarding this matter in an effort to reach a negotiated settlement.
There is no assurance what the outcome of those discussions with be.

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

NONE





























<page>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS:

Stock Exchange Listing:

Company's common stock is listed on the OTC Bulletin Board and is quoted under
the stock symbol "WAIV".

High and Low Bid and Ask Prices:

The following table sets forth the approximate high and low bid and ask
quotations for the Company's Common Stock for the year ending December 2002 and
2003. These quotations are inter-dealer quotations without retail markup,
markdown or commissions and may not represent actual transactions.

For the Year 2002
Quarter ended:               High Bid      Low Bid      High Ask      Low Ask

January 1, 2002 THRU          .10           .07           .15          .08
March 31, 2002

April 1, 2002 THRU            .12           .05           .14          .08
June 30, 2002

July 1, 2001 THRU             .13           .02           .18          .06
September 30, 2002

September 30, 2002 THRU       .085          .015          .135         .025
December 31, 2002

For the Year 2003
Quarter ended:              High Bid       Low Bid      High Ask      Low Ask

January 1, 2003 THRU          .19           .031          .20          .04
March 31, 2003

April 1, 2003 THRU            .09           .05           .11          .06
June 30, 2003

July 1, 2003 THRU             .09           .05           .09          .055
September 30, 2003

September 30, 2003 THRU       .16           .06           .17          .065
December 31, 2003

Recent Prices:

Jan 1, 2004 THRU              .095         .05            .12          .055
March 15, 2004

The closing high-bid and low-ask quotations for the Company's common stock on
March 15, 2004 were $0.07 and $0.09, respectively.

Number of Stockholders:  As of December 16, 2003, the Company had four hundred
and sixty eight (468) stockholders of record.


<page>

Dividends:  The Company paid $15,750 in dividends in connection with its Series
G & H Preferred Stock during 2003.

The Company has not declared or paid dividends on its common stock since
inception. The payment of dividends rests within the discretion of the Board of
Directors and will depend, among other things, upon the Company's earnings, its
capital requirements, its financial condition and other factors the Board of
Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

World Associates, Inc. (World) is a holding Company that is investing in real
estate through its wholly owned subsidiary Superior Real Estate, Inc.
(Superior).  A complete chronology of the events that lead to the Company's
current status and an overview of the Company's business can be found above
under "ITEM 1: DESCRIPTION OF BUSINESS".  The following information should also
be considered in the context of the Company's complete audited Financial
Statements as herein presented.

Immediate Plans:

The Company and Superior have been working from an office at 8621 Bellanca
Avenue, Suite 101, in Los Angeles.  Superior plans to move to a new office in
the San Fernando Valley area to be closer to the properties that Superior is
developing in 2004 and 2005.  This new office will become the home office for
the Company and Superior. The Company has a modest overhead because inexpensive
offices, carefully managed costs, and a committed staff.  All staff members are
committed to the corporate vision and goals and are working at reduced
compensation or accepting stock in lieu of compensation while the Company builds
its business.

Superior has assembled a development team of proven professionals to manage the
growing Infill Housing business. This team currently has six staff members
working in investor relations, property acquisition, property due diligence,
civil engineering, site planning, project management, construction and vendor
relations, project scheduling, accounting, marketing, shareholder relations and
public relations. Our team is organizing management systems, project scheduling,
project status reporting and job cost accounting systems, corporate and project
filing systems, and an online project database and document store.  A new
property is entered into the system when we first identify it as a possible
acquisition is carefully tracked on paper and online until the project is
complete, home sold and profits distributed to joint venture partners.  The
online systems allow for easy sharing of information between team members and
make it possible for the staff to track project progress, retrieve documents and
be coordinated and effective from the office, home or jobsite.

Superior is also using outside contractors and vendors on a project basis to
perform civil engineering, construction and other property development tasks.
We are building one team of engineers and contractors in Riverside County where
we are currently constructing homes and a second team in the Palmdale Area where
we are purchasing land and will begin building homes in the next few months.
On every project the Superior Staff is working to closely with engineers and
contractors and developing methods and systems to be more efficient and lower
costs.




<page>

Infill Housing Program:

The term 'infill housing' is used to describe lots or homes located in
communities that are already well established.  Infill projects consist of
scattered lots that remain available in settled communities where there is
strong demand and rising home prices. Building on infill locations is an
alternative to building new subdivisions in outlying areas or in the path of
growth, which is a more speculative approach.

Superior is engaged in a search to acquire other land for the Infill Housing
Program.  It currently has three additional lots under contract in the Antelope
Valley and is considering others in the area.  It is also working on acquiring
other lots in Riverside County.  It is Superior's intention to grow this Infill
Housing program throughout the year in order to develop a regular turnover of
several units per month.

The first two homes in the Program are nearing completion in Beaumont,
California and there have already been several purchase offers.  The market
remains strong for these homes and they are projected to make a good profit.
Superior expects to sell the first two homes in the second quarter.  It has 23
more in the Infill Housing Program going through permitting and there is
investment capital available to acquire other infill lots for the Program.

Liquidity and Working Capital:

To date the Company has obtained a credit line for $250,000 from one source and
an additional $45,000 from another.  These funds are being used to cover
operating expenses and for working capital during the Company's development
stage to add to other funds made available from the sale of its preferred stock.
 There is still a need for additional working capital to expand.

Superior is developing banking and other relationships and has to date been
approved by three lenders that are supplying construction funds to build homes
in the Infill Housing Program. As Superior's sales volume and track record
improves it expects to expand these loan facilities and to lower its cost of
funds throughout 2004.  Superior also has a loan facility with a manufactured
home distributor to finance the cost of a manufactured home through the
development phase.  This facility is sufficient to finance and carry four or
five homes at this time through the development process.

Superior, the Company's operating subsidiary, contains land being developed into
single-family homes in several areas in Riverside and Los Angeles Counties.  The
first homes are already listed for sale and there have been several purchase
offers prior to being completed.  Although no offers have been accepted to date,
Superior expects to complete the house within 60 days and the current activity
indicates they will sell rapidly.  If that occurs it will mean the beginning of
a revenue stream that results from developing the land Superior owns or controls
through various joint ventures.










<page>

New Accounting Pronouncements:

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements".  Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interests that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities' activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

Interpretation No. 46, as revised, also requires expanded disclosures by the
primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no later
than the end of the first reporting period that ends after December 15, 2004.
This effective date includes those entities to which Interpretation 46 had
previously been applied.  However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation 46 or this Interpretation to those entities that are
considered to be special-purpose entities no later than as of the end of the
first reporting period that ends after December 15, 2003.

Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

The implementation of the provisions of Interpretation No. 46 is not expected to
have a significant effect on the Company's consolidated financial statement
presentation or disclosure.
















<page>

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous pronouncements, issuers could
account for as equity.  The new accounting guidance contained in SFAS No. 150
requires that those instruments be classified as liabilities in the balance
sheet.  SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments.  One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets.  A second type includes put options and forward purchase contracts,
which involves instruments that do or may require the issuer to buy back some of
its shares in exchange for cash or other assets.  The third type of instruments
that are liabilities under this Statement is obligations that can be settled
with shares, the monetary value of which is fixed, tied solely or predominantly
to a variable such as a market index, or varies inversely with the value of the
issuers' shares.  SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.

Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares.  This Statement shall be effective for financial instruments entered
into or modified after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2003.

The Company does not believe the adoption of these pronouncements will have a
material effect on the Company's financial position or results of operations.



























<page>

ITEM 7. FINANCIAL STATEMENTS:











                             WORLD ASSOCIATES, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003









































<page>



                     WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)






CONTENTS


PAGE      1      INDEPENDENT AUDITORS' REPORT

PAGE      2      CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2003 AND
                 DECEMBER 31, 2002

PAGE      3      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                 DECEMBER 31, 2003 AND 2002 AND FOR THE PERIOD FROM
                 JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003

PAGES   4 - 9    CONSOLIDATED STATEMENTS OF CHANGES IN
                 STOCKHOLDERS' EQUITY FOR THE PERIOD FROM
                 JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003

PAGES  10 - 12   CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS
                 ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE PERIOD
                 FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003

PAGES  13 - 23   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF
                 DECEMBER 31, 2003


























<page>




                       INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
World Associates, Inc. and Subsidiaries
(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of World
Associates, Inc. and Subsidiaries (the "Company") (a development stage company)
as of December 31, 2003 and 2002 and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for the years ended
December 31, 2003 and 2002 and for the period from June 19, 1990 (inception) to
December 31, 2003.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the financial position of the Company as of
December 31, 2003 and 2002, and the results of their operations and their cash
flows for the years ended December 31, 2003 and 2002 and for the period from
June 19, 1990 (inception) to December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 10 to
the consolidated financial statements, the Company has accumulated losses from
inception of $2,382,880, a negative cash flow from operating activities of
$352,182 and a working capital deficiency of $990,887.  These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans describing this matter is also discussed in Note 10.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 9, 2004







<page>
<TABLE>

                                           WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                                CONSOLIDATED BALANCE SHEETS
                                                            PAGE 1
<CAPTION>



ASSETS
------
                                                                                           December 31,    December 31,
                                                                                               2003              2002
                                                                                           -------------   -------------
<S>                                                                                        <C>             <C>

CURRENT ASSETS
Cash                                                                                       $     150,187   $       54,515
Restricted cash                                                                                  162,385          249,153
Other current assets                                                                              87,739           15,760
                                                                                              ----------       ----------
     Total Current Assets                                                                        400,311          319,428
                                                                                              ----------       ----------

OTHER ASSETS
 Land                                                                                          5,677,595        8,000,000
 Investment in joint ventures                                                                    297,933        1,250,000
 Note receivable (net) - related party                                                            75,000           75,000
 Fixed assets (net)                                                                                6,702             -
                                                                                              ----------       ----------
     Total Other Assets                                                                        6,057,230        9,325,000
                                                                                              ----------       ----------

TOTAL ASSETS                                                                                $   6,457,54    $   9,644,428
                                                                                              ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued liabilities                                                   $    262,304     $      23,991
 Accrued payroll                                                                                 381,753             -
 Line of credit                                                                                  120,000             -
 Due to stockholder                                                                               14,756            27,929
 Liability for land development                                                                  162,385           249,153
 Liabilities related to land acquisition                                                         300,000           555,000
 Series H Preferred stock                                                                        150,000             -
                                                                                              ----------        ----------
     Total Current Liabilities                                                                 1,391,198           856,073
                                                                                              ----------        ----------
COMMITMENTS AND CONTINGENCIES
</TABLE>







<page>
<TABLE>






                                            WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                                 (A DEVELOPMENT STAGE COMPANY)
                                                  CONSOLIDATED BALANCE SHEETS
                                                             PAGE 2
<CAPTION>


                                                                                           December 31,    December 31,
                                                                                               2003              2002
                                                                                           -------------   -------------
<S>                                                                                        <C>               <C>
STOCKHOLDERS' EQUITY
 Preferred stock, $.001 par value, 5,000,000 shares authorized:
    Series A-F Preferred stock, 6 shares issued and outstanding in 2003 and 2002                      --                --
    Series G Preferred stock, 2 shares issued and outstanding in 2003 and 2002                        --                --
 Common stock, $.001 par value, 125,000,000 shares authorized, 78,967,500 issued
and outstanding in 2003 and 73,443,500 issued and outstanding in 2002                             78,967             73,443
 Additional paid in capital                                                                   10,455,243         10,130,711
 Accumulated deficit during development stage                                                 (2,382,880)       (1,298,148)
 Deferred stock-based compensation and services                                                  (57,920)         (117,651)
 Due from preferred stockholder (Series B and E)                                              (2,075,000)             -
 Common stock receivable (19,041,332 shares)                                                    (952,067)            -
     Total Stockholders' Equity                                                                5,066,343          8,788,355
                                                                                              ----------        ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $   6,457,541      $  9,644,428
                                                                                              ==========         ==========



</TABLE>





















<page>
<TABLE>
                                           WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>



                                                                                                            Cumulative From
                                                                                                             June 19, 1990
                                                                        Year Ended         Year Ended       (Inception) To
                                                                       December 31,       December 31,        December 31,
                                                                          2003               2002                 2003
                                                                      -------------     -------------        -------------
<S>                                                                  <C>               <C>               <C>
INCOME                                                               $           --    $           -     $

EXPENSES
 Professional fees                                                        295,252             177,513             587,135
 Other general and administrative                                         849,275             507,816           1,442,619
 Bad debts                                                                     -               30,172              55,172
                                                                        -------------     -------------     -------------
     Total Expenses                                                     1,144,527             715,501           2,084,926
                                                                        -------------     -------------     -------------

OTHER INCOME (EXPENSE)
    Gain on settlement of litigation                                      111,407                 -               111,407
    Gain on asset sales                                                       -                71,500              71,500
    Dividend and interest (expense) income, net                           (35,862)              8,660             (11,805)
    Net expenses incurred in connection with asset purchase                   -                  (379)            (70,306)
    Loss on investment security                                               -                -                 (380,000)
                                                                         -------------     -------------     -------------
     Total Other Income (Expense)                                           75,545             79,781            (279,204)
                                                                         -------------     -------------     -------------

NET LOSS                                                              $ (1,068,982)        $ (635,720)      $ (2,364,130)
                                                                         =============     =============     =============

 Preferred dividends                                                       (15,750)            (3,000)            (18,750)

NET LOSS TO COMMON SHAREHOLDERS                                       $ (1,084,732)        $ (638,720)      $  (2,382,880)

NET LOSS PER SHARE - BASIC AND DILUTED                                $       (.01)        $     (.01)
                                                                         =============     =============     =============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING DURING THE PERIOD -
  BASIC AND DILUTED                                                       76,959,275        50,107,737
                                                                         =============     =============

</TABLE>








<page>
<TABLE>
                                           WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                          PAGE 1
<CAPTION>


                                                                                                          Accumulated
                                                                                                            Deficit
                                                                         Additional                         During
                      Preferred Stock         Common Stock                Paid-In          Treasury       Development
                      Shares    Amount      Shares       Amount           Capital            Stock          Stage
                     --------   --------    ----------   --------        -----------       ---------     ----------
<S>                  <C>        <C>         <C>          <C>             <C>               <C>           <C>
Common stock
 issued for cash           --   $     --       800,000   $    800        $     (700)       $      --     $     --

Common stock
 issued for cash           --         --     7,600,000      7,600            (6,650)              --            --

 Net loss for the
 year ended 1991           --         --            --         --                 --              --       (1,050)

January 1, 1992 -
 December 31, 1998         --         --            --         --                 --              --            --

Increase in
 paid-in capital           --         --            --         --              5,870              --            --

Common stock
 issued for cash           --         --    12,000,000     12,000            (9,000)              --            --

Common stock
 issued for services       --         --        40,000         40             19,960              --            --

Net loss for the
 year ended
December 31, 1999          --         --            --         --                 --              --       (19,179)
                     --------   --------    ----------   --------        -----------       ---------     ----------

Balance,
 December 31, 1999         --         --    20,440,000     20,440              9,480              --       (20,229)

Common stock
 issued for cash           --         --       656,000        656            163,344              --             --

Common stock
 subscribed                --         --    12,000,000     12,000             38,000              --             --

Stockholder loan
 applied to
  subscription             --         --            --         --                 --              --             --


</TABLE>


<page>
<TABLE>




                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                              FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                           PAGE 2
<CAPTION>


                                                                                                          Accumulated
                                                                                                            Deficit
                                                                         Additional                         During
                      Preferred Stock         Common Stock                Paid-In          Treasury       Development
                      Shares    Amount      Shares       Amount           Capital            Stock          Stage
                     --------   --------    ----------   --------        -----------       ---------     ----------
<S>                  <C>        <C>         <C>          <C>             <C>               <C>           <C>

Common stock
 issued for services       --         --       200,000        200             18,800              --             --

Common stock
 issued for
  acquisition              --         --     4,000,000      4,000             376,000             --             --

Treasury stock
 acquired
  (5,000 shares)           --         --            --         --                  --         (7,500)            --

Net loss for the
 year ended
December 31, 2000          --         --            --         --                  --             --      (538,534)
                     --------   --------    ----------   --------        -----------       ---------     ----------
</TABLE>






















<page>
<TABLE>



                                           WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                            PAGE 3
<CAPTION>




                                       Deffered Stock-Based            Subscription        Due From         Common Stock
                                           Compensation                   Note             Preferred        Receivable
                                           And Services                 Receivable        Stockholder                        Total
                                     --------------------          ----------------    -------------     --------------  ---------
<S>                                   <C>                           <C>                 <C>               <C>             <C>
Common stock
 issued for cash                       $      --                     $      --           $     --          $     --        $   100

Common stock
 issued for cash                               --                           --                 --                 --           950

Net loss for the
 year ended 1991                               --                            --                --                --         (1,050)

January 1, 1992 -
 December 31, 1998                             --                            --                --                --             --

Increase in
 paid-in capital                               --                            --                --                --          5,870

Common stock
 issued for cash                               --                            --                --                --          3,000

Common stock
 issued for services                           --                            --                --                --         20,000

Net loss for the year ended
December 31, 1999                              --                            --                --                --       (19,179)
                                      --------------------          ----------------    -------------     --------------   -------

Balance, December 31, 1999                     --                            --                --                --          9,691

Common stock
 issued for cash                               --                            --                --                --        164,000

Common stock
 subscribed                                    --                      (50,000)                --                --             --

Stockholder loan
 applied to subscription                       --                       25,000                 --                --         25,000


</TABLE>


<page>

<TABLE>



                                           WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE COMPANY)
                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                             PAGE 4
<CAPTION>




                                       Deffered Stock-Based            Subscription        Due From         Common Stock
                                           Compensation                   Note             Preferred        Receivable
                                           And Services                 Receivable        Stockholder                        Total
                                     --------------------          ----------------    -------------     --------------  ---------
<S>                                    <C>                           <C>                 <C>               <C>           <C>
Common stocK
 issued for services                   $      --                     $      --           $     --          $     --       $ 19,000

Common stock
 issued for acquisition                        --                           --                 --               --         380,000

Treasury stock
 acquired (5,000 shares)                       --                           --                 --               --          (7,500)

Net loss for the year ended
December 31, 2000                              --                           --                 --               --        (538,534)
                                       --------------------          ----------------    -------------     --------------  --------
</TABLE>


























<page>


<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                              FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                           PAGE 5
<CAPTION>


                                                                                                          Accumulated
                                                                                                            Deficit
                                                                         Additional                         During
                      Preferred Stock         Common Stock                Paid-In          Treasury       Development
                      Shares    Amount      Shares       Amount           Capital            Stock          Stage
                     --------   --------    ----------   --------        -----------       ---------     ----------
<S>                  <C>        <C>         <C>          <C>             <C>               <C>           <C>
Balance,
 December 31, 2000         --   $   --      37,296,000   $ 37,296        $   605,624       $ (7,500)     $ (558,763)

Common stock
 issued for services       --       --         925,500        925             40,109             --               --

Common stock
 issued for cash           --       --         120,000        120             29,880             --               --

Stockholder loan
 applied to subscription   --       --              --         --                --              --               --

Net loss
 for the year ended
December 31, 2001          --       --              --         --                --              --         (100,665)

Balance,
 December 31, 2001         --       --      38,341,500     38,341           675,613          (7,500)        (659,428)

Common stock
 issued for services       --       --       6,502,000      6,502           502,698           7,500                --

Common stock
 issued for deferred
  consulting agreement     --       --       1,200,000      1,200           110,800              --                --

Common stock
 issued for deferred
  employment agreement     --       --       1,500,000      1,500            58,500              --                --


</TABLE>








<page>
<TABLE>


                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                           PAGE 6
<CAPTION>


                                                                                                          Accumulated
                                                                                                            Deficit
                                                                         Additional                         During
                      Preferred Stock         Common Stock                Paid-In          Treasury       Development
                      Shares    Amount      Shares       Amount           Capital            Stock          Stage
                     --------   --------    ----------   --------        -----------       ---------     ----------
<S>                  <C>        <C>         <C>          <C>             <C>               <C>           <C>
Common stock
 issued for deferred
  promotions               --   $  --         900,000    $   900         $  53,100              --       $

Common stock
 issued for
  joint venture            --               25,000,000     25,000         1,225,000              --                --

Series A-F
 Preferred stock
  issued for
   land acquisition         6       --              --         --         7,445,000              --                --

Series G
preferred stock
 issued for cash            2       --              --         --            60,000              --                --

Preferred stock
 dividend                  --       --              --         --                --              --            (3,000)

Net loss for
 the year ended
December 31, 2002          --       --              --         --                --              --          (635,720)

Balance,
 December 31, 2002          8       --      73,443,500     73,443        10,130,711              --        (1,298,148)




</TABLE>










<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                              FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                            PAGE 7
<CAPTION>


                                       Deffered Stock-Based            Subscription        Due From
                                           Compensation                   Note             Preferred        Common Stock
                                           And Services                 Receivable        Stockholder       Receivable       Total
                                       --------------------          ----------------    -------------     -------------- --------

<S>                                    <C>                           <C>                 <C>               <C>            <C>
Balance,
 December 31, 2000                     $                 --          $       (25,000)    $          --     $          --  $51,657

Common stock
 issued for services                                     --                        --               --                --   41,034

Common stock
 issued for cash                                         --                        --               --                --   30,000

Stockholder loan
 applied to subscription                                 --                    25,000               --                --   25,000

Net loss
 for the year ended
December 31, 2001                                        --                        --              --                 -- (100,665)
                                       --------------------          ----------------    -------------     --------------    -----
Balance,
 December 31, 2001                                       --                        --              --                 --    47,026

Common stock
 issued for services                                     --                        --              --                 --   516,700

Common stock
 issued for deferred
  consulting agreement                              (50,026)                       --              --                 --    61,974

Common stock
 issued for deferred
  employment agreement                              (48,125)                       --              --                 --    11,875

Common stock
 issued for deferred
  promotions                                        (19,500)                       --              --                 --    34,500



</TABLE>






<page>

<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                          PAGE 8
<CAPTION>



                                       Deffered Stock-Based            Subscription        Due From
                                           Compensation                   Note             Preferred        Common Stock
                                           And Services                 Receivable        Stockholder       Receivable        Total
                                       --------------------          ----------------    -------------    --------------  ---------

<S>                                    <C>                           <C>                 <C>               <C>            <C>
Common stock
 issued for
  joint venture                                          --                        --              --                 --  1,250,000

 Series A-F Preferred stock
  issued for land acquisition                            --                        --              --                 --  7,445,000

Series G
 preferred stock
  issued for cash                                        --                        --              --                 --     60,000

Preferred stock dividend                                 --                        --              --                 --     (3,000)

Net loss for
 the year ended
December 31, 2002                                        --                        --               --                --  (635,720)
                                       --------------------          ----------------    -------------     -------------  ---------

Balance,
 December 31, 2002                                 (117,651)                       --               --                --  8,788,355







</TABLE>













<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                            PAGE 9
<CAPTION>

                                                                                                          Accumulated
                                                                                                            Deficit
                                                                         Additional                         During
                      Preferred Stock         Common Stock                Paid-In          Treasury       Development
                      Shares    Amount      Shares       Amount           Capital            Stock          Stage
                     --------   --------    ----------   --------        -----------       ---------     ----------
<S>                  <C>        <C>         <C>          <C>             <C>               <C>           <C>
Common stock
 issued for cash
 of $10,000 and
 services of $10,556       --   $      --     350,000    $    350        $    20,206       $      --     $        --

Common stock
 issued for services       --         --       75,000          75              4,925              --             --

Common stock
 issued for
  deferred consulting      --         --   1,500,000        1,500             88,500               --             --

Stock issued
 for promotional
  services                 --         --          --    2,650,000              2,650          140,850             --

Common stock
 issued for deferred
  promotions               --         --          --      300,000                300           35,700             --

Common stock
 issued for legal
  services                 --         --          --      25,000                 25            2,975              --

Due from
 preferred
  stockholders             --         --          --          --                 --               --              --

Amortization of
 deferred stock-based
  compensation
   and services            --         --          --           --                --               --              --

Preferred stock
 dividend                  --         --          --           --                --               --         (15,750)
</TABLE>







<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                          PAGE 10
<CAPTION>


                                                                                                          Accumulated
                                                                                                            Deficit
                                                                         Additional                         During
                      Preferred Stock         Common Stock                Paid-In          Treasury       Development
                      Shares    Amount      Shares       Amount           Capital            Stock          Stage
                     --------   --------    ----------   --------        -----------       ---------     ----------
<S>                  <C>        <C>         <C>          <C>             <C>               <C>           <C>

Common stock
 issued for conversion
 of advance                --   $      --    $ 500,000       500          $   19,500               --    $          --

Common stock
 issued for
  series G preferred
   stock dividend
    and rollover fee       --         --     100,000        100               5,900               --                --

Common stock
 issued for
  preferred stock kicker   --         --      24,000         24               5,976               --                --

Common stock
 due from stockholder      --         --          --         --                  --               --                --

Net loss for
 the year-ended
  December 31, 2003        --         --          --         --                  --               --        (1,068,982)
                     --------   --------    ----------   --------        -----------       ---------         ----------
BALANCE,
 DECEMBER 31, 2003          8  $      --    78,967,500  $  78,967       $ 10,455,243      $       --        $ (2,382,880)
                     ========   ========    ==========   ========        ===========       =========         ============
</TABLE>
















<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                          PAGE 11
<CAPTION>


                                       Deffered Stock-Based            Subscription        Due From
                                           Compensation                   Note             Preferred        Common Stock
                                           And Services                 Receivable        Stockholder       Receivable        Total
                                       --------------------          ----------------    -------------     -------------    -------
                                       <C>                           <C>                 <C>               <C>           <C>
Common stock
 issued for cash
 of $10,000 and
 services of $10,556                 $                   --        $               --   $           --   $           --  $ 20,556

Common stock
 issued for services                                     --                        --               --               --     5,000

Common stock
 issued for
  deferred promotions                               (90,000)                       --               --               --        --

Stock issued
 for promotional
 services                                                --                        --               --               --   143,500

Common stock
 issued for deferre
  promotions                                        (36,000)                       --               --               --        --

Common stock
 issued for
  legal services                                         --                        --               --               --     3,000

Due from
 preferred stockholder                                   --                        --       (2,075,000)              -- (2,075,000)
 </TABLE>

















<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2003
                                                          PAGE 12
<CAPTION>


                                     Deffered Stock-Based         Subscription        Due From
                                         Compensation                Note             Preferred        Common Stock
                                         And Services              Receivable        Stockholder       Receivable       Total
                                     --------------------       ----------------    -------------     --------------    ------
                                    <C>                        <C>                 <C>               <C>               <C>
Amortization of
 deferred stock-based
  compensation and services                     185,731                      --               --                 --    185,731

Preferred stock dividend                             --                      --               --                 --   (15,750)

Common stock
 issued for
  conversion of advance                              --                      --               --                 --    20,000

Common stock
 issued for
  preferred stock
   dividend and rollover fee                         --                      --               --                 --     6,000

Common stock
 issued for
 preferred stock kicker                              --                      --               --                 --     6,000

Common stock
 due from stockholder                                --                      --               --          (952,067)  (952,067)

Net loss for the
 year-ended December 31, 2003                        --                      --               --                --   (1,068,982)
                                     --------------------        ----------------    -------------     -------------- ----------
BALANCE,
 DECEMBER 31, 2003                  $          (57,920)           $            --     $ (2,075,000)      $  (952,067)  $ 5,066,343
                                    ====================          ================    ==============     =============  =========
</TABLE>















<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           PAGE 1
<CAPTION>


                                                                                                            Cumulative From
                                                                                                             June 19, 1990
                                                                        Year Ended         Year Ended       (Inception) To
                                                                       December 31,       December 31,        December 31,
                                                                          2003               2002                 2003
                                                                      -------------     -------------        -------------
<S>                                                                <C>               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           $   (1,068,982)   $     (635,720)     $     (2,364,130)
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
 Amortization of loan costs                                                18,642                 --               18,642
 Bad debt expense                                                              --             30,172               55,172
 Gain on sale of assets                                                        --            (71,500)             (71,500)
 Loss on investment security                                                   --                 --              380,000
 Stock issued for services                                                162,056            516,700              738,790
 Amortization of deferred services                                        185,731            108,349              294,080
 Gain on cancellation of debt and return of property                     (111,407)                --             (111,407)
 Stock issued for 10% kicker on Series G                                    6,000                 --                6,000
 Stock issued for Series G rollover fee                                     3,000                 --                3,000
 Depreciation and amortization                                              1,632                 --                1,632
Changes in operating assets and liabilities:
Prepaid expenses                                                               --              6,674                   --
Other current assets                                                      (71,979)           (10,153)             (92,911)
Accounts payable and accrued liabilities                                  623,066             18,393              647,057
Due to stockholder                                                        (13,173)             6,255               64,756
Reserve for land development                                              (86,768)           249,153              162,385
                                                                      -------------     -------------        -------------
Total adjustments                                                         716,800             854,043           2,095,696
                                                                      -------------     -------------        -------------
Net (Used In) Cash Provided By Operating Activities                      (352,182)            218,323             (268,434)
                                                                      -------------     -------------        -------------

</TABLE>
















<page>
<TABLE>

                                          WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           PAGE 2
<CAPTION>



                                                                                                            Cumulative From
                                                                                                             June 19, 1990
                                                                        Year Ended         Year Ended       (Inception) To
                                                                       December 31,       December 31,        December 31,
                                                                          2003               2002                 2003
                                                                      -------------     -------------        -------------
<S>                                                                <C>               <C>                 <C>


CASH FLOWS FROM INVESTING ACTIVITIES
Restricted cash                                                            86,768            (249,153)            (162,385)
Proceeds from sale of inactive subsidiary                                      --               1,500                1,500
Due from stockholder                                                           --                  --              (25,000)
Loan receivable                                                                --                  --              (25,000)
Deposit on asset purchase                                                      --                  --               (5,000)
Land costs                                                                 (7,095)                 --               (7,095)
Purchase of fixed assets                                                   (8,334)                 --               (8,334)
                                                                      -------------     -------------        -------------
Net Cash Used In Investing Activities                                      71,339            (247,653)            (231,314)
                                                                      -------------     -------------        -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock                                                     --                 --                (7,500)
Dividend paid on preferred stock                                          (15,750)             (3,000)             (18,750)
Proceeds from issuance of preferred stock                                 150,000             60,000               210,000
Proceeds from issuance of common stock                                     10,000                 --               233,920
Proceeds from mortgage payable, net                                        92,265                 --                92,265
Proceeds from advances                                                     20,000                 --                20,000
Proceeds from line of credit                                              120,000                 --               120,000
                                                                      -------------     -------------        -------------


Net Cash Provided By Financing Activities                                 376,515             57,000               649,935
                                                                      -------------     -------------        -------------
NET INCREASE IN CASH                                                       95,672             27,670               150,187

CASH - BEGINNING OF PERIOD                                                 54,515             26,845                    --
                                                                      -------------     -------------        -------------
CASH - END OF PERIOD                                               $      150,187       $     54,515       $       150,187
                                                                      =============     =============        =============


</TABLE>







<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    PAGE 3




SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                        2003            2002
                                                   ----------       ----------
Interest paid                                    $      -          $      -
                                                   ==========       ==========
Income taxes paid                                $      -          $      -
                                                   ==========       ==========


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended December 31, 2003, the Company issued 2,450,000 shares of
common stock to various consultants for consulting agreements ranging from 12
months to 18 months, valued at approximately $177,000.  The issuances will be
amortized over the lives of the respective agreements.

During the year ended December 31, 2003, the Company acquired two mortgages
payable in the aggregate amount of $405,000 for which loan costs in the amount
of $44,742 were incurred.  The Company received $92,265 in net cash proceeds
from the mortgages and the remaining balance of $267,993 was used primarily to
pay down liens related to the land.  The two mortgages were cancelled December
12, 2003 and the related properties were given up.  All related unamortized
capitalized loan costs were written off.  The Company realized a gain on the
cancellation of the mortgages, return of the property and write off of all
related capitalized costs of $111,407 during the year ended December 31, 2003,
which is included in the consolidated statement of operations.  The Series E
Preferred Stock, in the amount of $425,000, was required to be returned to the
Company and was subsequently cancelled in February 2004 (See Note 5(B) and 11).

During the year ended December 31, 2003, the Company finalized a legal
settlement with an unrelated third party in which the Company lost land in the
amount of $1,650,000.  The Series B Preferred Stock was required to returned to
the Company and as part of the overall settlement, the Series B Preferred Stock
was returned and cancelled in February 2004 (See Note 11).

During the year ended December 31, 2003, the Company issued 500,000 shares of
common stock to repay advances in the amount of $20,000.

During the year ended December 31, 2003, the Company issued 50,000 common shares
to pay a Series G Preferred Stock Dividend in the amount of $3,000.









<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    PAGE 4




During the year ended December 31, 2002, the Company acquired land, having a
fair value of $8,000,000, with attached liabilities of $555,000, in exchange for
the issuance of preferred stock (See Note 5(B)).  The Company also acquired a
50% interest in real estate joint ventures in exchange for 25,000,000 shares of
common stock with a fair value of $1,250,000 (See Note 6).

The Company held 5,000 shares of treasury stock, acquired for $7,500 during the
year ended December 31, 2001.  During the year ended December 31, 2002, the
Company issued the 5,000 shares of treasury stock for payment of services in the
amount of $7,500.

During the year ended December 31, 2002, the Company received a note receivable,
in the amount of $75,000, in connection with the sale of certain assets to a
related party as described in Note 7, which resulted in a gain of $70,000, net
 of the original $5,000 asset purchase deposit.



































<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 1



NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

World Associates, Inc. and Subsidiaries (a development stage company) (the
"Company") was incorporated in Nevada on June 19, 1990 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business.

Beginning in January 2004, the Company commenced formal business operations
relating to the development of homes on various lots.  This and all other
activity to date relates to the Company's formation and fund raising.

(B) Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Superior Real Estate, Inc., ("Superior") as of
December 31, 2003 and 2002.  The consolidated financial statements prior to
January 1, 2002 include the accounts of the Company and its wholly owned
inactive subsidiary Astrospace International, Inc., ("Astrospace") formerly
International Space and Technology, Inc., ("IST, Inc.").

On April 1, 2002, Astrospace, which had never had business operations of any
kind, was sold to an officer, who also owns stock in the Company, for $1,500,
resulting in a gain being recorded in the statement of operations.

All significant intercompany balances and transactions were eliminated in
consolidation.

(C) Use of Estimates

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

(D) Cash

Cash includes cash on deposit held by financial institutions.  Restricted cash
is presented separately from cash on the accompanying financial statements as it
is specifically reserved for future land development (See Note 6).







<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 2



(E) Investment in Joint Ventures

The Company accounts for its 50% joint venture interest in the development of
certain real estate projects using the equity method.

(F) Land

Land is recorded at cost.

(G) Long-Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.  If such review indicates that the asset is impaired,
when the carrying amount of an asset exceeds the sum of its expected future cash
flows, on an undiscounted basis, the asset's carrying amount is written down to
fair value.  Long-lived assets to be disposed of are reported at the lower of
carrying amount or fair value less cost to sell.  During the year ended December
31, 2003, the Company determined that there were no long-lived assets that were
impaired.

(H) Income Taxes

The Company accounts for income taxes under the FASB SFAS No. 109 "Accounting
for income Taxes".  Under SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under SFAS No. 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

There was no current income tax expense due to the Company's operating loss.
The deferred tax asset, of approximately $691,000, arising from the Company's
net operating loss carryforwards and start-up costs of $2,033,000 at December
31, 2003 has been fully offset by a valuation allowance, due to the uncertainty
of its recognition.

(I) Earnings (Loss) Per Share

Net loss per common share for the years ended December 31, 2003 and 2002 and for
the period from June 19, 1990 (inception) to December 31, 2003 is computed based
upon the weighted average common shares outstanding as defined by Statement of
Financial Accounting Standards ("SFAS") No. 128 "Earnings Per Share."  There
were no common stock equivalents outstanding as of December 31, 2003 and 2002.



<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 3


(J) Stock Based Compensation

The Company accounts for equity based compensation in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation".  The standard requires the
Company to adopt the "fair value" method with respect to equity-based
compensation of consultants and other non-employees.  The Company did not adopt
the fair value method, in accordance with SFAS No.123, with respect to employee
unit options.  The Company accounts for employee unit options under the
"intrinsic value" method in accordance with Accounting Principles Board No. 25
"Accounting for Stock Issued to Employees".  As of December 31, 2003, the
Company has not issued any options to employees, thus having no impact on the
accompanying financial statements.

(K) New Accounting Pronouncements

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements".  Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

Interpretation No. 46, as revised, also requires expanded disclosures by the
primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no later
than the end of the first reporting period that ends after December 15, 2004.
This effective date includes those entities to which Interpretation 46 had
previously been applied.  However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation 46 or this Interpretation to those entities that are
considered to be special-purpose entities no later than as of the end of the
first reporting period that ends after December 15, 2003.





<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 4


Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous pronouncements, issuers could
account for as equity.  The new accounting guidance contained in SFAS No. 150
requires that those instruments be classified as liabilities in the balance
sheet.  SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments.  One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets.  A second type includes put options and forward purchase contracts,
which
 involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets.  The third type of instruments that
are liabilities under this Statement is obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares.  SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.

Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares.  This Statement shall be effective for financial instruments entered
into or modified after May 31, 2003 and otherwise shall be effective at the
beginning of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

The Company does not believe the adoption of these pronouncements will have a
material effect on the Company's financial position or results of operations.

NOTE 2    LOAN RECEIVABLE

On May 12, 2000, the Company entered into a letter of intent with a Mexican
corporation, whereby the Company provided financing in the form of loans
totaling $25,000, as a means of financing their projects.  The loan bears
interest at 15% and is for a term of 48 months or as otherwise agreed upon by
the parties.  The loan is secured by a stock option which gives the Company the
right to purchase 50% of the issued and outstanding shares of the Mexican
corporation in exchange for 2,000,000 restricted common shares of the Company.
As of December 31, 2003 and 2002, the Company has provided a full reserve
against this loan receivable due to difficulties incurred in collection.


<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 5



NOTE 3  CONCENTRATION OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash.  The Company maintains its cash accounts with
several banks.  Each cash balance is insured by the FDIC up to $100,000.  The
Company had cash on deposit with a Minnesota bank and another bank where it
maintained its operating accounts at December 31, 2003 that exceeded the balance
insured by the FDIC in the amount of $66,300.

NOTE 4   DUE TO STOCKHOLDER

Due to stockholder relates to funds advanced to the Company and unreimbursed
business expenses incurred by the stockholder, who is also an officer and
director of the Company.  The obligation is non-interest bearing and is due on
demand.

NOTE 5   STOCKHOLDERS' EQUITY

(A) Common Stock

During the year ended December 31, 2003, the Company issued 2,950,000 shares of
common stock, at fair values ranging from $.06 to $.12, for promotional services
rendered.  As a result of these services, the Company recorded charges of
approximately $143,500 during the year ended December 31, 2003 and has deferred
$36,000 which is being amortized over the service term.  The Company has
deferred promotional services aggregating $57,920 recorded for services not
rendered as of December 31, 2003.  These deferred services are expected to be
rendered during fiscal year 2004.

During the year ended December 31, 2003, the Company issued 1,800,000 shares of
common stock, at fair values ranging from $.04 to $.13, for professional and
consulting services rendered during the year.  As a result of these services,
the Company recorded charges of approximately $109,500 during the year ended
December 31, 2003 of which $90,000 has been deferred and is being amortized over
the service term.

During the year ended December 31, 2003, the Company issued 500,000 shares of
common stock to repay advances in the amount of $20,000.

During the year ended December 31, 2002, the Company issued 8,002,000 shares of
common stock, at fair values ranging from $0.04 to $0.12 per share, as
compensation for services rendered in connection with consulting services, legal
fees, and administrative services.  Included in this issuance are 1,500,000
shares of common stock that were subsequently rescinded and returned as the
consulting service agreement in connection with this issuance was cancelled.
The net amount, of 6,502,000 shares issued, resulted in $516,700 of expense
being recorded in the accompanying statements of operations for the year ended
December 31, 2002.


<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 6


During the year ended December 31, 2002, the Company issued 1,200,000 shares of
common stock, at fair values ranging from $0.06 to $0.15 per share, for services
in connection with consulting agreements.  As a result of these agreements, the
Company recorded charges of $176,567 and $61,974 for the years ended December
31, 2003 and 2002, respectively.  As of December 31, 2003, these deferred
consulting service charges have been expensed.

During the year ended December 31, 2002, the Company issued 1,500,000 shares of
common stock, at a fair value of $0.04 per share, in connection with a two-year
employment agreement.  As a result of the agreement, the Company recorded
current charges of $30,000 and $11,875 for the years ended December 31, 2003 and
2002, respectively.  The Company also recorded deferred employment compensation
of $18,125 and $48,125 as of December 31, 2003 and 2002, respectively, as a
result of the agreement.  The deferred employment compensation is being
amortized over the life of the agreement.

During the year ended December 31, 2002, the Company issued 900,000 shares of
common stock, at a fair value of $0.06 per share, in connection with a
nine-month promotional services agreement.  As a
 result of the agreement, the Company recorded charges of $19,500 and $34,500
for the years ended December 31, 2003 and 2002, respectively.  As of December
31, 2003, these deferred promotional services have been expensed.

During the year ended December 31, 2002, the Company issued 25,000,000 shares of
common stock, with a fair value of $1,250,000, or $0.05 per share, for its
interest in real estate joint ventures (See Note 6).

The Company held 5,000 shares of treasury stock acquired for $7,500 during the
year ended December 31, 2001.  During the year ended December 31, 2002, the
Company issued the 5,000 shares of treasury stock for payment of services in the
amount of $7,500.

(B) Preferred Stock

During the year ended December 31, 2002, the Company issued one share each of
six series of preferred stock (Series A, Series B, Series C, Series D, Series E
and Series F) to purchase real estate properties from a land development
company, the "Seller".

During the year ended December 31, 2003, litigation was instituted by the
Company against the Seller in relation to certain defaults in the real estate
properties that were purchased with the following series of preferred stock:
Series A, Series B, Series C, Series E, and Series F.

In February 2004, the litigation in relation to the Series A Preferred Stock,
having a value of $4,600,000, was settled, resulting in the Company being
awarded the related land that was acquired and the Seller returned the Series A
Preferred Stock back to the Company for cancellation (See Note 11).



<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 7


In July 2003, the litigation in relation to the real estate property underlying
the Series B Preferred Stock, having a value of $1,650,000, was settled,
resulting in the loss of the land.  The Series B Preferred Stock was cancelled
as part of the overall settlement in February 2004 (See Note 11).

The property related to the Series C Preferred Stock, having a value of
$400,000, had a prior loan of $300,000, which was in default at the time the
property was transferred to the Company.  On April 9, 2003, the Company assumed
this loan after it was brought current by paying the back debt service, taxes
and related costs. Accordingly, the Company has recorded a $300,000 liability
related to the land acquisition in the accompanying balance sheets as of
December 31, 2003 and 2002.  The debt is secured by the related property.  An
outside investor agreed to provide the funds to cure the loan, and for some
other predevelopment expenses, in return for a 50% share of the profits on this
property.  In February of 2004, the litigation relating to the Series C
Preferred Stoc00k was settled and the Company was awarded the related land that
was acquired and the Seller returned the Series C Preferred Stock back to the
Company for cancellation (See Note 11).

The Series D Preferred Stock, having a value of $600,000, is still issued and
outstanding as of December 31, 2003 and 2002.

The properties related to the Series E Preferred Stock, having a value of
$680,000, consisting of two commercial corners, had loans totaling $255,000 when
they were transferred under the Amended Agreement.  This $255,000 was included
in liabilities related to the land acquisition in the accompanying balance sheet
as of December 31, 2002.  However, these loans were also in default upon
transfer.  The Company reached an agreement with the lender, who acquired these
commercial corners in a foreclosure due to the default, to repurchase these
properties for the original loan amount plus costs in the event the Company
succeeded in refinancing them.  On March 20, 2003, the Company succeeded in
refinancing the properties when a loan for $202,500 was placed on each of the
two corner parcels, for an aggregate of $405,000 in total financing.  These
proceeds were sufficient to acquire the properties according to the agreement
made with the lender and provided additional cash of $92,265. In December of
2003, the lender received the real estate property back in exchange for
liquidation of the related debt, ultimately resulting in a gain of approximately
$111,000.  On a separate matter, in February 2004, as part of the overall
settlement, the Series E Preferred Stock was returned for cancellation (See Note
11).

In February 2004, the litigation in relation to the Series F Preferred Stock,
having a value of $70,000, was settled, resulting in the Company being awarded
the related land that was acquired and the Seller returned the Series A
Preferred Stock back to the Company for cancellation (See Note 11).






<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 8


During October 2002, the Company also issued two shares of Series G Preferred
Stock, for $30,000 cash (the "Face Amount") each or $60,000 in the aggregate.
The face amount of the Series G Preferred Stock was required to be returned 12
months, the "Term", from the date on which the funds to purchase the Series G
Preferred Stock were released to the Company, unless otherwise redeemed,
converted or renewed prior to or at the end of the Term.  During October 2003,
the Company renewed the two shares of Series G Preferred Stock for an additional
twelve-month term.  In conjunction with the end of the original term, the
Company paid a "10% kicker" in the form of restricted common stock.

On July 7, 2003, the Company issued one share of Series H Preferred Stock
("Series H"), for $150,000 cash (the "Face Amount").  The Face Amount of the
Series H shall be returned 12 months, the "Term", from the date on which the
funds to purchase the Series H are released to the Company, unless otherwise
redeemed, converted or renewed prior to or at the end of the Term.  Since the
Series H Preferred Stock was issued after May 31, 2003 and the face amount is
returnable to the purchaser in twelve months, under SFAS No. 150 this financial
instrument has been classified as a current liability.

The Series D, G and H Preferred Stock have the following features:

Conversion

The Series D Preferred Stock is convertible into restricted common stock in the
event that Superior merges with the Company.  The number of restricted common
stock shares in the Company will be equal to the Series D value divided by the
average closing price on the Company's common stock during the last 10 trading
days prior to the date of conversion.  In the event a registration statement is
prepared for Superior so that its shares can become publicly traded, the Series
D Preferred Stock may, at the option of the Company, be converted into common
stock shares of Superior and included in the registration statement.  The number
of common stock shares in Superior upon conversion will be equal to the Series D
value divided by the offering price per share for those shares sold in the
registration statement.

Each share of the Series G and H Preferred Stock is convertible into restricted
common stock of the Company at any time during the Term, unless redeemed by
Company prior to the Purchasers written notice to the Company.  The Conversion
Price is $0.25 and $0.07 per share, respectively, adjusted for any stock split.

Voting

The holders of the Series D, G and H Preferred Stock are not entitled to voting
rights.







<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 9


Dividends

The holder of the Series D Preferred Stock does not have rights to dividends.

The holder of a Series G Preferred Stock is entitled to a 10% dividend on the
Face Amount, payable as follows.  One Thousand Five Hundred Dollars ($1,500) was
paid from the proceeds of the Preferred Stock sale and that same amount was paid
six months later.  In the event the principal is not returned in 12 months, a
10% annual dividend will continue to accrue until the principal is paid in full.
During October 2003, the Company issued 100,000 shares of common stock to pay
the 10% dividend and 5% rollover fee when the Series G Preferred Stock was
renewed for another 12 months.

The holder of a Series G Preferred Stock will also receive 10% of the Face
Amount of the Series G Preferred Stock at the end of the Term, payable in
restricted common stock, or cash, at the option of the Company, the "10%
Kicker".  If paid in stock, the price used to calculate the number of shares
shall be $0.25 per share (24,000 shares in the aggregate for the series, $6,000
in the aggregate divided by $0.25 per share).  In the event the principal is not
returned in 12 months, a 10% Kicker will continue to accrue on an annual basis
until the principal is paid (See Note 5).  During October 2003, the Company
issued 24,000 shares of common stock related to the 10% Kicker at the agreed
price per share of $0.25.

The holder of a Series H Preferred Stock is entitled to a 13% dividend on the
Face Amount, or One Thousand Six Hundred and Twenty Five Dollars ($1,625) per
month in arrears.  In the event the principal is not returned in 12 months, a
13% annual dividend will continue to accrue until the principal is paid in full.
The holder will also receive 7% of the Face Amount of the preferred stock at
the end of the Term, payable in restricted common stock, or cash, at the option
of the Company, the "7% Kicker".  If paid in stock, the price used to calculate
the number of shares shall be $0.07 per share.  In the event the principal is
not returned in 12 months, a 7% Kicker will continue to accrue on an annual
basis until the principal is paid.

For the year ended December 31, 2003, $14,125 of preferred dividends had been
paid in cash and common stock and $1,625 had been accrued and is included in
accrued expenses.

Liquidation

In the event of liquidation of the Company, the holders of the Series D
Preferred Stock are entitled to receive, in preference to the holders of
common stock, an amount equal to 100% of the Series D value.  This
preference will only attach to Superior's assets and no other assets or stock
of the Company.  This preference will be subordinate to any commercial
or institutional debt, debenture, or other security instrument that may provide
financing to Superior or the Company.

The Series G and H Preferred Stock do not have any liquidation preferences.

<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 10



Redemption

There are no redemption rights to the Series D and H Preferred Stock.

The Company may redeem the Series G Preferred at any time during the Term upon
providing written notice to Purchaser at the address of Purchaser as shown in
the books and records of the Company.  In the notice the Company will set a
Record Date for redemption.  On the Record Date the Purchaser will receive the
Face Amount, any dividend owing and a portion of the 10% Kicker due at the end
of the Term prorated to the Record Date.

NOTE 6   VENTURE AGREEMENT

During the year ended December 31, 2002, the Company issued 25,000,000 shares of
its common stock to an individual, who later became the president of Superior,
for a 50% joint venture interest in the development of certain real estate
projects.  The Company will recognize its 50% interest in any profits or losses
after the real estate is sold.  The fair market value of the stock issuance was
$1,250,000 based upon the fair value of the 25,000,000 ($.05 per share on the
grant date) shares of common stock issued, which the Company has recorded as an
Investment in Joint Ventures on the accompanying balance sheet.  As part of the
agreement, the new president of Superior agreed to assign ownership in 7,500,000
shares of the Seller (See Note 5(B)) to the Company in order to eliminate any
conflict of interest arising from the fact that the stockholder now represents
the interests of the Company.

The joint ventures were arranged so that the respective property owners
contributed property while Superior would contribute its real estate development
expertise and other resources for financing and overseeing the project
developments.  The Company collected approximately $340,000 in restricted cash
during the year ended December 31, 2002 as a deposit for land development
related to one of the joint ventures.  As of December 31, 2003 and 2002, the
balance of approximately $162,000 and $249,000, respectively, remains as a
current liability in the accompanying balance sheets.

As of December 31, 2003, all but one of the joint ventures have not progressed
as the Company expected.  The Company plans to pursue a course of action whereby
it is currently requesting that the joint venture stockholder return the common
stock shares that were issued in relation to its investment in the
non-performing joint ventures.  Therefore, the Company has reduced its
investment in the joint ventures to $297,933, which represents the value of the
remaining joint venture.  There were 5,958,668 shares of common stock issued for
this joint venture.  The Company has recorded the value of the common stock
(19,041,332 shares of common stock or $952,067) that it expects to receive back
from the stockholder in relation to the failed joint ventures as a common stock
receivable in the accompanying consolidated balance sheet and has reduced its
investment in the joint venture by the same amount.  The Company does not have a
formal agreement in place to have the common stock returned to it and at the


<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 11


time of this filing, the matter remains unresolved.  Should the Company not
receive the common stock back after pursuing all available actions, the Company
will have to record a loss for the value of the unreturned common stock.  The
above mentioned restricted cash is related to this remaining joint venture.

NOTE 7   ASSET PURCHASE AGREEMENT

On August 11, 2000, a related company entered into an agreement to purchase the
assets of a company in bankruptcy.  The assets being purchased were items for
disaster and emergency preparedness kits.  The purchase price of $200,000 was to
be paid with a $5,000 deposit upon signing of the asset purchase agreement, a
proposed credit of $25,000 from the previous company that withdrew their offer
to purchase these assets, and $170,000 was to be paid by November 20, 2000.  The
Company agreed to provide funds toward the purchase of these assets, to fund
operational expenses and use its best efforts, along with the related company to
raise funds to close the asset purchase and fund a plan of operations.  The
transaction was collateralized by 408,000 shares of the Company's stock, which
was owned by several shareholders.  The transaction to acquire the assets was
finalized on December 12, 2001 at which time the related company made the
winning bid in an auction style sale.  As a result, the Company is no longer
required to make additional payments under the terms of the original agreement.
As of December 31, 2001, the Company had expended $74,927, of which $69,927 had
been charged to operations and $5,000 has been recorded as a deposit on the
asset purchase.  The Company took an assignment of the related company's
agreement to acquire the assets as security for this transaction.  During the
year ended December 31, 2002, the Company acquired and sold the assets and
recorded a gain of $70,000 in relation to the sale of these assets.  In relation
to this sale, the Company was named as the secured party for a note due from a
related party , to the Company for $75,000.  The note was issued on April 1,
2002 at an interest rate of 8%, which shall accrue until the loan is repaid.
The original term of the note was 24 months.  On January 25, 2004, the maturity
date was extended another 12 months to April 1, 2005.  The note is secured with
500,000 shares of the Company's common stock.

NOTE 8      LINE OF CREDIT

On December 9, 2003, the Company entered into a line of credit facility with
several lenders in the amount of $250,000.  The facility has a 10% simple
interest rate and the funds are to be repaid as follows: (1) primary source:
from Superior's operations at the rate of at least fifteen percent (15%) of its
revenue from each real estate project sold and (2) secondary source: if World or
Superior, or both, obtain a debt or equity facility from other investors, a
portion of that investment will be used to pay off the credit facility.  The
full balance, plus accrued interest, will be due and payable on or before
December 31, 2004.  The balance on this line of credit at December 31, 2003 is
$75,000 and is secured by a security interest in proceeds of projects of
Superior Real Estate, Inc.




<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 12


For the issuance of the line of credit facility, the Company issued 500,000
restricted shares of common stock to the lenders on January 1, 2004.  Also on
January 1, 2004, the Company issued stock warrants to the lenders that will give
the lenders the right to acquire a total of 5,000,000 restricted shares of
common stock.

The Company also received a line of credit in the amount of $45,000, which is
outstanding as of December 31, 2003.  A commitment fee of $24,000 has been
recorded as a liability and charged to interest expense for the year ended
December 31, 2003.  The commitment fee will be paid with common stock of the
Company.  Because of the commitment fee, there is no stated interest rate and no
maturity date, however, the line of credit was intended to be short-term
financing.  The loan is secured by a commitment from the Company that it is
repaid from a portion of proceeds due to the Company on the sale of homes in one
of its real estate projects.

NOTE 9  GOING CONCERN

As shown in the accompanying financial statements, the Company has accumulated
losses from inception of $2,382,880, a negative cash flow from operating
activities of $352,182 and a working capital deficiency of $990,887.  These
matters raise substantial doubt about the Company's ability to continue as a
going concern.

The Company anticipates selling its restricted common stock, its preferred
stock, or obtaining other financing from investors or financial institutions.
As a result of this funding, the Company expects to be able to continue its
operations with the expectation of earning operating revenues and preserving its
asset base.

NOTE 10  COMMITMENTS AND CONTINGENCIES

The Company became a party to a lawsuit, in February 2004, arising out of the
ordinary conduct of its business.  In the opinion of management, based on the
advice of external legal counsel, the lawsuit pending is not likely to have a
material adverse effect on the Company, its financial position, its results of
operations, or its cash flows.

One of the Company's real estate properties is subject to infrastructure bonds
issued by the Rosamond Community Services District (the "District").  It is
unclear how these bonds will be resolved at this time.  The District has not
established a clear policy for resolving them.  Superior expects a plan will be
adopted at some point.  If and when a clear plan is adopted that requires it to
do so, Superior will record a lien on its books related to the bonds against the
property.  The bonds may simply be passed through on a pro-rata basis to the end
buyers of the real estate properties in the development, as is common with other
bond issues of this type.




<page>

                    WORLD ASSOCIATES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2003
                                    PAGE 13



NOTE 11 SUBSEQUENT EVENTS

In February of 2004, the Company reached a settlement with the Seller of the
real estate properties that were acquired with the Series A, Series B, Series C,
Series E and Series F Preferred Stock.  The settlement called for the Company
being awarded with the real estate properties that were originally acquired and
required that the Seller return the related preferred stock.  The estimated gain
resulting from the settlement is approximately $5,000,000.










































<page>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:

NONE

ITEM 8A. CONTROLS AND PROCEDURES:

Evaluation of Disclosure Controls and Procedure

Disclosure controls and procedures are designed to ensure that information that
is required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission.

Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
reports filed under the Exchange Act of 1934 is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the year prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule
13(a)-15(e).  This evaluation was done under the supervision and with the
participation of the Company's Principal Executive Officer and Principal
Financial Officer.  Based upon that evaluation, they concluded that the
Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the Company's disclosure
obligations under the Exchange Act.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:

Board and Management of Company and Subsidiary:

The Board of Directors of World Associates, Inc., the Company, is comprised of
four members.

Name    Office        Director

World Associates, Inc.

Randall Prouty    President, Secretary, Treasurer        Director
Robert E. O'Leary    None        Director
Stephen Danner, C.P.A.    None        Director
LeRoy West    None        Director

Superior Real Estate, Inc.

Randall Prouty    Pres, President, Secretary        Director
LeRoy West    Vice President

Robert E. O'Leary was President of Superior Real Estate, Inc. until March 31,
2004 when his position was terminated by the Board of Directors. (Please see
ITEM 3. LEGAL PROCEEDINGS for more information)

<page>

Each director is elected by holders of a majority of the Common Stock to serve
for a term of one year and until his successor is elected and qualified, which
is generally at the annual meeting of stockholders. Officer(s) serve at the will
of the board and are subject to contracts or employment agreements that would
establish the term, salary, benefits and other conditions of employment.

OFFICERS AND DIRECTORS BIOGRAPHIES:

Randall H. Prouty        Age 51      Director, Chief Executive, President,
Secretary

Mr. Prouty is the President and Chief Executive Officer of World Associates,
Inc. and the Chief Financial Officer of its wholly owned subsidiary, Superior
Real Estate, Inc., through which World is actively engaged in the real estate
business. Mr. Prouty is responsible for founding World Associates, Inc. with the
aim of creating additional financing opportunities to support the growth of a
public real estate company. Superior Real Estate, Inc. is focused on affordable
manufactured housing and the land development markets.  Mr. Prouty has been
Chief Executive since May of 1999.

Mr. Prouty was involved in other public companies in the technology arena,
including one he founded in 1997 called Media Forum International, Inc. Control
of that company was sold to the owners of Spectrucell, a teleco level wireless
technology, in 1999 after which Mr. Prouty remained as an outside Director. Mr.
Prouty was involved in other technology-related business that included
performing production work for Hewlett Packard, Compaq, Computer Sciences Corp.,
Volvo, Tech Data and others. During that time Mr. Prouty developed skills as a
qualified web applications programmer and producer while building e-commerce
applications on the Internet, and again while developing an Internet based
interface to originate mortgages.

From 1985 to 1997 Mr. Prouty operated his own real estate company, Bristol
Realty Corporation. Bristol was active in the real estate finance area,
particularly development financing. During that time Bristol arranged financing
for more than 15 hotels, among other projects. The first seven were newly
constructed limited service hotels located in Florida. Those properties, and
others, were part of a chain known as Wellesley Inns. The entire chain was later
purchased by Prime Hotels.

Bristol was active in purchasing or working out various real estate projects
that included office buildings, an industrial park, and more than $30 million in
rental properties which were purchased and then combined with other properties
in a package used as collateral for a REMIC financing (mortgage backed security)
that was offered by Donaldson, Lufkin and Jenrette. Bristol was also involved in
acquiring a rental property called Century 21 (no relation to the Century 21
Realtors) containing 1200 units. That property was purchased from an affiliate
of Sam Zell's organization after which it was completely rehabilitated before
being resold.

Prior to owning his own company, Mr. Prouty worked for Florida Fidelity, an
affiliate of Sonnenblick Goldman and later Poughkeepsie Savings Bank that
specialized in construction and development financing throughout the Southeast.
During his tenure Mr. Prouty underwrote both permanent and construction loans
for lenders around the country that were involved in the Southeast lending
market. Mr. Prouty later opened a branch office for Florida Fidelity in North
Palm Beach before starting his own company.


<page>

Mr. Prouty has been a licensed real estate and mortgage broker since 1986. He
attended college at the University of Massachusetts where, as an undergraduate
and a Commonwealth Scholar, he developed an independent course of study in 1970
focused on human motivation and business administration.

LeRoy C. West     Age 52        Vice-President,  Superior Real Estate, Inc.

Mr. West has many years experience as a business development manager in the
construction, aviation, Internet and electronics industries. During his entire
career Mr. West has built operations and sales organizations for fast growing
companies like World Associates.  Mr. West was a Senior Project Manager for
Construction Resources, a high end contractor in Miami, Operations Manager for
CR Electric, a electrical contractor in Miami, Operations Manager for DECA, an
aviation company in Miami, FL, Vice-President of Alphatech, a computer company
in New York,  VP of Sales for Media Forum International, an internet media
production company with offices in Miami, Boston, Los Angeles, Milan and London
and Sales Manager for Electrosonic Systems, an entertainment industry systems
integration company with offices in Burbank, Minneapolis and London.

While Senior Project Manager for Construction Resources, Mr. West managed large
projects with up to 50 employees and 20 contractors in large condo conversion
projects with hundreds of condo units.  As General Manager of CR Electric Mr.
West founded an electrical contracting division of Construction Resources and
built it to a successful company with 20 employees in two years. While
Operations Manager at DECA, Mr. West managed a team of 120 engineers and
technicians on large complex aircraft refurbishment projects for airlines and
wealthy individuals. As Sales Manager for Media Forum International Mr. West was
instrumental in bring the company from London to the US and developing three
offices with 40 employees and over $3 million in annual sales.  While Sales
Manager for Electrosonic Mr. West opened the office and built it to 30 employees
and over $6 million in annual sales

Whether working as General Manager or as Sales Manager, Mr. West has
demonstrated a proficiency in engineering and extraordinary people skills. Mr.
West acknowledged as an effective problem solver who can build understanding
between creative, technical and commercial interests and achieve the desired
results in each project.

<page>

Mr. West has many years experience preparing and presenting financial plans and
projections. He is an articulate speaker and writer with successful results in
presentations and trainings and in writing complex, detailed proposals and
quotations.

Mr. West has extensive international experience with personal travel to 37
countries and successful business experience in England, Europe, South America
and the Far East. He is very adept at languages and cultures.  He speaks
conversational Spanish and some French, German, Italian and Portuguese.

Mr. West attended Institute Montreaux in Montreaux, Switzerland and Kalamazoo
College in Kalamazoo, Michigan with a Major in mathematics and a Minor in
business.

Mr. West has managed projects for many significant companies including 3Com,
ABC, Apple Computer, Best Buy, Boeing, CBS, Computer Sciences Corporation,
Disneyland, Epcot Center, the Disney Stores, the Democratic Party, the FBI,
Hewlett Packard, IBM, Intel, Lockheed,  NBC, Paramount Studios, MGM Grand Hotel,
Mirage Hotel, Rio Hotel, Macy's, Nordstrom's, Office Max, the Republican Party,
Seaworld, SAIC, Tower Records, Warner Brothers, the Price is Right Game Show,
the Jeopardy Game Show, the U.S Army, the U.S. Navy, the University of Southern
California, Warner Brothers Studios  and many others.

Robert E. O'Leary        Age 64        Director

Mr. O'Leary has been a developer for numerous real estate developments
throughout the country since 1976 through various entities.

Stephen Danner C.P.A.    Age 49        Director

Mr. Danner has more than 20 years of experience in both national and regional
public accounting firms and is a partner in Mahoney Cohen & Company, CPA, P.C.
Mr. Danner's firm, Kane, Hoffman, & Danner, PA. located on Brickell Avenue in
Miami Florida, was purchased by Mahoney Cohen & Company during 2003. Mr. Danner
has a diverse tax and financial planning practice and is considered an expert in
the area of tax and estate planning. His firm is also a member of the SEC
Practice Section of the AICPA.  Mr. Danner is the sole outside Director of the
Company and he supervises the audit committee.

Mr. Danner is a past president of Carrfour Corporation (a nonprofit developer of
permanent housing for the homeless), past president of The Epilepsy Foundation
of South Florida, a member of the Greater Miami Chamber of Commerce's Board of
Governors and a past president of the Greater Miami Tax Institute.

Mr. Danner graduated from Tulane University with his B.A. in 1974. He received
his MBA from Tulane University in 1976.

ITEM 9 CONTINUED:  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE     ACT:

Robert E. O'Leary

Robert E. O'Leary did not meet:
Form 4 requirements (this report was sent to the SEC in written form)
Form 5 requirements




<page>

ITEM 10. EXECUTIVE COMPENSATION:

Randall Prouty accrued a total of $225,000 in salary since October of 2002
through the end of 2003. Mr. Prouty has an employment contract with the Company
that provides he receive a salary of $180,000 per year.  To date, any salary
that is due has been accruing to relieve the cash burden on the Company during
its development phase.

Mr. O'Leary has an employment contract with the Company that provides he receive
a salary of $180,000 per year.  During 2003 Mr. O'Leary received $77,657 in cash
and accrued $152,000. His employment was terminated as of April 1, 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS:

There is no equity compensation plan authorized at this time.

Management Ownership:

Name                  Title of Class        Shares          Percent

Randall Prouty         common stock       28,950,000         36.66 %

Robert E. O'Leary      common stock        1,328,000          1.68 %
The Ruby Trust         common stock       25,000,000         31.66 %
(Robert E. O'Leary, beneficiary)

Stephen Danner         common stock        2,300,000          2.91 %
LeRoy West             common stock        3,912,000          4.95 %
                                           =========
Management:      ownership as a group     61,490,000         77.87 %

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

Randall Prouty:

Ecoprime, Inc.  is an entity in which Randall Prouty has a controlling interest.
 More information is available about this entity in the annual report filed on
form 10KSB in April of  2003 for the year ending December 31, 2002.  Ecoprime
has a $75,000 secured note due to the Company to a related party.

Robert E. O'Leary:

Mr. O'Leary has various interests in projects or with individuals that
originated with the Company and/or that he purported to transfer into entities
he controlled or in which he had an interest.  (Please see: ITEM 3: LEGAL
PROCEEDINGS for more details on the approach the Company is taking to this
matter.)

PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K:

NONE




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES:

The following is a summary of the fees billed to us by Weinberg & Company, P.A.,
for the fiscal years ended December 31, 2003 and 2002:

                             Fiscal 2003      Fiscal 2002
Fee Category                    Fees            Fees
                           -------------     -----------

         Audit Fees            $30,374         $30,968

SIGNATURES

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

World Associates, Inc.

Date:  April 15, 2004
/s/  Randall Prouty
President, Secretary, and Director



































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CERTIFICATIONS              I, Randall Prouty certify that:

1. I have reviewed this annual report on Form 10-KSB of World Associates, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principals;

c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date:  April 14, 2004
Randall Prouty, President
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Company on Form 10KSB for the period
ending December 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof, I certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

   (1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

   (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to World Associates, Inc. and will be
retained by World Associates, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.

Executed on behalf of World Associates, Inc. this 14th day of April, 2004.

/s/   Randall H. Prouty, President






























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