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

                                    FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                         OR

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

                           COMMISSION FILE NUMBER: 0-22273

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

               Nevada                                       44-5105536
 (State or jurisdiction of incorporation                 (I.R.S. Employer
             or organization)                            Identification No.)

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

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

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

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

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

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not 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 [   ].

     The Registrant had revenues of $654,726 for the fiscal year ended
on December 31, 2003.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 31, 2004:
$3,901,640.  As of March 31, 2004, the Registrant had 465,445,899
shares of common stock issued and outstanding.

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

                                  TABLE OF CONTENTS

PART I                                                                     PAGE

     ITEM 1.  DESCRIPTION OF BUSINESS                                         3

     ITEM 2.  DESCRIPTION OF PROPERTY                                        11

     ITEM 3.  LEGAL PROCEEDINGS                                              11

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS              12

PART II

     ITEM 5.    MARKET FOR COMMON EQUITY AND
                RELATED STOCKHOLDER MATTERS                                  12

     ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS                 13

     ITEM 7.    FINANCIAL STATEMENTS                                         21

     ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE                       21

     ITEM 8A.  CONTROLS AND PROCEDURES                                       22

PART III

     ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION 16(A) OF THE EXCHANGE ACT                            22

     ITEM 10.  EXECUTIVE COMPENSATION                                        25

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS        28

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                32

     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                              34

     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                        34

SIGNATURES                                                                   36

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development

     Pursuant to an Agreement and Plan of Merger ("Acquisition
Agreement") effective May 11, 2000, World-Am Communications, Inc., a
Florida corporation ("Registrant") organized in 1994, acquired 100% of
all the outstanding shares of common stock Allmon Corporation, a
Delaware corporation ("Allmon") ("Acquisition").

     The Acquisition was approved by the board of directors and a
majority of the shareholders of Allmon and the Registrant on May 11,
2000. The Acquisition is intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(A) of the Internal Revenue
Code of 1986, as amended.  Upon effectiveness of the Acquisition,
pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934,
the Registrant elected to become the successor issuer to Allmon for
reporting purposes under the Securities Exchange Act of 1934 and
elected to report under the this act effective on May 11, 2000.

     As of the effective date of the Acquisition Agreement, Allmon
amended its Articles of Incorporation to change the name of the
Registrant. The Registrant's officers and directors became the
officers and directors of Allmon. All of the board of directors and
officers of Allmon, prior to the effective date, resigned thereafter.

     The Registrant, under the name Bedroc's of Brandon, Inc.,
formerly operated a family restaurant located in Brandon, Florida,
commencing operations in January 1995.  On January 3, 1996, the
restaurant closed for major renovations related to the changing of the
theme of the restaurant.  The Registrant completed renovations in July
1997 and reopened in August 1997 as the Garden Grille.  In March 1998,
the Registrant discontinued the restaurant operations (its only
business segment) and proceeded to write-off the net book value of the
restaurant property and equipment.  Later that year, the Registrant
changed its name to "World-Am Communications, Inc." and commenced
operations as a company that provided analog and digital cellular
services in West Central Florida and provided digital and alphanumeric
paging services under resale contracts.  This business plan was
unsuccessful and the Registrant did not have any further operations
until February 2000.

     The current business of the Registrant was commenced in February
2000 after the Registrant, through a stock purchase agreement with
Isotec, Inc., acquired all of the outstanding stock of this company.
Isotec became the Registrant's wholly owned subsidiary.  Shortly
thereafter in April 2000, Isotec acquired all of the assets of
Technology Development International, a sales and marketing company
representing 23 products in the security industry.  The board of
directors believe that such products complement those of Isotec.

     With the filing of Articles of Merger with the Nevada Secretary
of State, the Registrant changed its domicile from Florida to Nevada.
A Certificate of Amendment to Articles of Incorporation, dated August
20, 2002, added to the authorized stock 80,000,000 shares of preferred
stock: 40,000,000 shares of Class A Preferred Stock, $0.0001 par
value, and 40,000,000 shares of Class B Preferred Stock, $0.0001 par
value.  A Certificate of Amendment to Articles of Incorporation, dated
December 20, 2002, increased the authorized limit of common stock to
800,000,000 shares.

Business of the Registrant.

(a)  Company Overview.

     The Registrant currently has two wholly owned subsidiaries:
Isotec, Inc. and Technology Development International, Inc..

     Isotec is a Colorado corporation founded in 1998 as a developer,
manufacturer, and distributor of automated passage control and
security devices.  Isotec has been aided in its endeavors by alliances
with several product developers, joint venture partners, sales
representatives, dealers, manufacturers and suppliers.

     Technology Development International ("TDI') is a Colorado
corporation founded in 1997.  TDI engages in the acquisition,
development, sales, marketing and distribution of innovative component
products.

     The Registrant has developed and/or is in the process of
developing innovative systems and processes to establish the company
as a factor in the field of Transparent Security? and Automated
Passage Control.  Company personnel have installed systems for
Lawrence Livermore Labs, Mellon Bank, Wells Fargo Bank and the United
States Air Force and United States Department of Energy, to name just
a few.

     "Transparent Security?" means any security measure that is
unobtrusive and not noticed by those being monitored.  For example, a
metal detection system mounted in ordinary appearing door molding that
is used to detect persons carrying weapons into a building, thereby
alerting appropriate security personnel, and optionally to record a
photo or video of the event while allowing security personnel an
opportunity to evaluate and take appropriate action before the person
carrying the unauthorized weapon is alerted to the fact they have been
found out.

     "Automated Passage Control" ("APC") means any system or device
used to monitor or control access, egress or passage from one area to
another.  Examples are airport security portals, building entries and
exits, gates for vehicles or personnel, public building access points
(schools, courthouses, stores etc.), laboratories, hospitals,
government buildings and any other building for which the owners
desire to control and/or track whoever is coming or going and detect
if something is coming or going that should not be.

     Over the past twenty years systems have evolved from simple metal
detection devices to sophisticated "man trap" systems employing state-
of-the-art electronics and detection devices.  In recent years the
demand for such devices has escalated as the instances of
international and urban terrorism increase.  Today, demand for APC
equipment transcends the past traditional users, such as high security
Governmental and military installations, to include banks, industrial
complexes, laboratories, airports, schools and retail establishments.
The state-of-the-art in weapons detection design and drastic reduction
in the package size of such devices has also created a very large
international market for this equipment, especially in third world
countries with histories of political unrest.

     Likewise, Isotec's product line has evolved from enclosed, inter-
locked weapons detection and access control portals to Transparent
Security? and surveillance devices using computer integrated video
and beam technologies.

     The Registrant has assembled a team of technical, sales/marketing
and business personnel possessing many years of design and
manufacturing experience in the security, computer and video fields.
Isotec's technical personnel have been engaged in the design and
manufacture of APC security and surveillance devices for twenty years.

     The company has established a dynamic, fast response, development
and manufacturing organization providing highest quality, leading edge
security products that integrate with standard and customized systems.
The Registrant is able to market these products through its dealer
(installer) network to commercial organizations, OEM customers, and
governmental and defense agencies.

(b)  Services and Products.

     The business activities of the Registrant and its Isotec subsidiary
currently fall into six categories:

     (1)  Design and manufacture of a standard line of Automated
     Passage Control (APC) systems for commercial retail and
     government use.

     (2)  OEM manufacturing.

     (3)  Customization/modification of APC systems per customer
     specifications.

     (4)  Development of security devices for APC, surveillance, sub-
     miniature computer integrated digital video equipment.

     (5)  Acquisition, development, sales, marketing and distribution
     of innovative component products.

     (6)  Acquisition and merger activity geared to obtaining
     complementary businesses that result in stronger product
     integration, competitive or other advantages and maximize return
     on capital.  This activity may also include strategic alliances
     with synergistic partners.

The specific product types manufactured by the Registrant are:

(1)  Weapons Control Systems.

These systems are fabricated as   one or two lane structures with
interlocking doors designed to prevent weapons from entering a
facility. They incorporate a high strength tubular aluminum
structure with heavy-duty narrow stile doors and closer hardware.
Magnetic locks, sensors, display(s) and control electronics are
incorporated to monitor all interlock functions while a variety
of metal detectors can be used to scan for weapons. Ballistic
panels up to Level III can be installed in these structures
providing a deterrent as required by the customer. Site specific
applications employing modular designs and various construction
materials, i.e. laminated oak and ballistic fiberglass, to match
architectural requirements are available. This product is used
for any application requiring weapons monitoring.

(2)  Passage Control Systems.

These systems are fabricated as two door bi-directional
structures with interlocking doors designed to prevent
unauthorized individuals from entering a facility. These systems
incorporate a high strength tubular aluminum structure with
heavy-duty narrow stile doors and closer hardware. Locks,
sensors, displays and control electronics are incorporated to
monitor all interlock functions while a variety of card readers,
keypads and or biometric devices can be installed to identify the
occupant before passage. This system also has the advantage of
incorporating an occupancy weight system thereby allowing one
person to pass at a time. This product can be used in any high
security applications requiring personnel monitoring.

(3)  Asset Protection Systems.

These systems are fabricated as single door passage monitors with
two door bi-directional structures with interlocking systems
designed to prevent unauthorized assets from entering or leaving
a facility. These systems incorporate a high strength tubular
aluminum structure with heavy-duty narrow stile doors and closer
hardware. Locks, sensors, displays and control electronics are
incorporated to monitor all interlock functions. This system is
best suited for applications requiring control of company assets.

(4)  Pedestrian Counters.

An inexpensive method of keeping track of the number of
individuals pass through your doors can be accomplished with the
ISOTEC Pedestrian Counter. These counters can monitor standard 3-
6 wide openings or optional 20-30 foot openings. Every system has
a seven-character display with key lock reset.

(5)  Site Specific Designs For Any Application.

No standard application can solve everyone's security needs.
ISOTEC provides solutions for most any passage control situation.
Simply making a phone call can access our many years of high and
medium security knowledge.

(6)  General Purpose Walk-Through Metal Detectors.

These uniform sensitivity walk-through metal detectors are
perfect for any general-purpose application requiring detection
of metal objects regardless of orientation. They are equipped
with a patented cross-pulsed magnetic field detection system to
provide good security plus optimum traffic flow. Applications
include Airports, Banks, Public Buildings, Industry, Hospitals,
and Casinos.

(7)  High Sensitivity Walk-Through Metal Detectors.

These narrow passage, high sensitivity systems are used where
both ferrous and non-ferrous materials are to be detected, such
as small knives, razor blades, items made from precious metals
and computer chips. Applications include Prisons, computer chip
manufacturers, manufacturers of precious metals, and Mints.

(8)  Security Monitoring Software.

A PC based control system, for Windows 95/98/NT, is available to
connect multiple metal detectors together to provide a remote
network for monitoring and adjustment of all Metor walk-through
metal detectors. This product can be used with any of the above
applications where multiple systems are required.

(c)  Product Manufacturing.

     Isotec performs the fabrication, assembly and test of the
products in its own leased facilities.  Isotec employs experienced
mechanical and electronic personnel and equipment and is able to
obtain contract-manufacturing agreements to perform manufacturing as
required.  Isotec manufacturing and design function occupies
approximately 4,500 square feet of leased space in a building adjacent
to the administrative offices of the Registrant and employs 7 contract
workers. In addition, the Registrant has entered into a Joint Venture
Agreement with Comfort Virtue Construction Product CO., Ltd. of
Beijing, PRC ("Comfort").  The terms of the Joint Venture Agreement
call for Comfort to manufacture three selected Isotec APC models for
domestic and international distribution.

(d)  New Product Development, Patents, and Licenses.

     The Registrant strives for each product developed to contain
innovative, modular concepts not previously available.  The Registrant
spent the following estimated amounts on research and development in
each of the last two fiscal years: 2002: $22,500; and 2003: $30,000.
On March 1, 2004, Isotec announce the "provisional patent" grant
for its ATG-100 anti-tailgating product.  The grant of this
provisional patent permits Isotec to place a "patent pending" label on
all production units while completing development of the ATG-100.  The
patent file number assigned to the ATG-100 is 60/530,705. filed for a
process patent covering its glazing methods.

     In addition, another process patent was filed on behalf of the
company by Paul Labarile during 2003.  The filing of this patent is
the result of over two years of field applications tests by Isotec
utilizing a method of using a 3M? bonding material in a proprietary
application method developed by Isotec.  Isotec will continue to use
this glazing method, which it believes makes the assembly of Isotec
Portals more efficient than many competing methods.  This innovation
was calculated to save labor costs in both the fabrication and in the
field when preparing for and placing glass in portals.

     New products currently under development include ATG-100 anti-
tailgating system (patent pending) and 644-R Rotary access portal.
Currently, the ATG-100 is undergoing tests by third parties as
previously announced. Isotec expects to have testing and
modifications, if any completed by mid-year and believes the ATG-100
will be available to market soon after testing and follow-on are
completed.

     During the past year approximately 1,500 man-hours were expended
on research and development of these and other products. The cost of
development has been borne by the Registrant to date.  When a new
product is added to the Registrant's product line an estimated mark-up
factor will be applied to attempt to recover some or all of the costs
of development of the new product(s).

     The Registrant has granted a license to certain selected product
to a chinese joint venture which provides for royalty payments to the
company from the proceeds of any sales made by the joint venture.  To
date, no sales or royalties have been received and there can be no
assurance there ever will be any revenue realized.

(e)  Custom Products.

     Isotec's goal is to become the leader in the design and
manufacture of quality built APC and Transparent Security? security
devices through the use of approved material and finish suppliers and
the use of in house quality standards and procedures.  Many dealers
and their customers, as well as government agencies, have a
specialized application in mind requiring non-standard components
and/or architectural considerations.  Such projects are relatively
common and may often require little or no customer paid NRE. The
modular characteristics of their standard design afford Isotec a
competitive and strategic advantage.

(f)  Sales, Marketing, Distribution and Installation.

     Perhaps one of the primary strengths in Isotec's positioning
is that all products developed are sold either commercially through a
national dealer network or directly to the end user.  Each dealer is a
professional in the field of applications engineering in the security
field.  Sales to the government are generally handled directly by the
Registrant. Because Isotec equipment is modular in design and is
shipped disassembled for installation in the field, all systems,
commercial and retail are extremely portable and can be readily
disassembled for installation in other locations.  The Registrant is
in the process of expanding its sales and marketing network, to
accommodate new products under development and activities of potential
acquisition candidates.

(g)  The Market.

     SDM's 7th annual Top Systems Integrators Report is one indicator
that 2002 was a successful year for firms in the business of
installing integrated security, access control, and CCTV systems.
This ranking, which has grown to include 100 companies, tallied
revenue of more than $3.4 billion*.  The size of the Transparent
Security? segment has not been ascertained by independent sources.
*Source: SDM Top Systems Integrators Report, July 2003

     Although management believes Isotec can secure a sizable portion
of the market, capacity and conservatism have driven the sales
estimates.  Isotec intends to address the commercial, national and
international market areas through a network of established
dealers/installers and foreign OEM'S.  Government requirements will be
handled directly by the Company and its sales personnel.

(h)  Competition.

     Compared to competitive products or the closest product available
today management believes the Registrant's products are the only
product line able to accommodate site-specific design and build
capabilities.  This ability to adapt systems to the needs of a specific
location is a capability unique to Isotec.

     Dealers, end users and competitors may recognize that Isotec has
an advantage in the area of design and application flexibility.  The
prices of Isotec products are comparable to those offered by their
competitors.  Because Isotec can incorporate improvements into
successive production models very rapidly they have an advantage over
less nimble competitors.  Competitors include: Georal, Alluser and
Hamilton Safe.  Each of these companies offer competing access control
systems; however, none of these firms offer customized "built to
specification" portals.

     According to information published in their public filings the
Finx Group, Inc. is the "exclusive" distributor" for Georal GIL 2001
products.  The filings also state, "the GIL-2001 received
certification from the U.S. State Department necessary for its
possible procurement for use in U.S. embassies, consulates and other
governmental installations both in the U.S. and abroad." During the
fiscal years 2002 & 2003, the Finx Group reported revenues of $6,000 &
$36,000, respectively; according to the filings these revenues were
generated by another product not GIL 2001.

     Alluser Industrie, is an Italian manufacturer of access control
portals that has been in business since 1979. Secure Access Portals,
Inc. a private company headquartered in Boca Raton, Florida
exclusively sells Alluser products in the U.S. and Puerto Rico.
Although Alluser enjoys reasonably good acceptance in Europe and a few
foreign markets, Isotec has rarely encountered their products in
competitive situation and although a number may have been sold in the
U.S., believes they are not broadly used in the United States.

     Hamilton Safe, headquartered in Fairfield, Ohio, is the most
competitive access control company to Isotec.  Hamilton Safe offers a
broader product line than Isotec comprised primarily of secure storage
solutions, ATM equipment and vaults and safes. Although Hamilton Safe
offers competitive access control systems, Isotec has competed
successfully for several installations and has also been successful in
becoming the prime supplier to Hamilton Pacific, a former Hamilton
Safe dealer.

     Overall, many security companies are larger and financially more
capable than Isotec, however, Isotec's design flexibility and
competitive pricing seems to even the playing field.  Although past
experience seems to show that Isotec is an adept competitor in it's
field, there can be no assurance these competitive advantages will
endure.  The strategy for meeting the competition is based upon
flexible design and engineering, excellent customer service and
pricing comparable to the nearest competitors.

(i)  Effects of Compliance with Environmental Laws.

     To date the Registrant has not encountered any problems in
compliance with environment law at the federal, state or local levels,
however, there can be no assurance that the costs associated with such
law and regulation will not become prohibitive in the future.

(j)  Sources and Availability of Raw Materials.

     Raw materials for the Registrant's products are widely available,
with the exception of metal detectors (of which there are only a few
suppliers).  If the latter sources were lost, it would hurt producton
in that the weapsons detection capability of the portal would be lost.
Isotec is exploring additional sources of this component in China a
source in china that could potentially supply them in the event that
domestic suppliers could not.

(k)  Dependence on Major Customers.

     The Registrant is dependent upon the federal government and a few
dealers for the majority of its business.  The company is developing
new dealers in order to become less dependent upon any single source.
Even so there is no assurance they will obtain enough dealers to
completely eliminate this risk.

(l)  Need for Governmental Approval.

     At present the Registrant is not reliant upon governmental
approvals to market its products.  Although the company has obtained
GSA listings and other governmental procurement statuses, these
listings do not guaranty any sales will result they primarily serve to
make it easier for government procurement processes to acquire Isotec
products.

(m)  Effect of Governmental Regulation on Business.

     Governmental regulation is not presently a factor.  However, this
no any way to predict what the government may do that might adversely
affect the company in the future.

(n)  Management and Organization.

     The future of the Registrant will depend on management's ability
to:

     Continue to maintain the technical edge in its production and quality.

     Develop and market innovative products, at profitable price points.

     To manufacture units at more cost-effective levels in rapid growth mode.

     Obtain strategic alliances and complimentary businesses to
     maximize profit potential.

(o)  Employees.

     The Registrant current has 8 employees and plan to add at least
several more in the current fiscal year.

ITEM 2.  DESCRIPTION OF PROPERTY.

     At its offices in Westminster, Colorado, which the Registrant
leases, it owns approximately $10,000 of miscellaneous office
furniture and equipment, including computers. These offices consist of
(a) an executive office of 1,976 square feet with a rental rate of
$2,900.50 per month; and (b) a manufacturing facility of 4,500 square
feet with a rental rate of $2,556.55 per month. The office premises
are leased for a term of three years commencing March 2003; and the
manufacturing facility is subject to a three-year lease, which
commenced in July 2000.

ITEM 3.  LEGAL PROCEEDINGS.

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

     On January 30, 2004, a complaint was filed in the District Court
of Adams County, Colorado: Robert Hainey and Internet Marketing
Solutions, Inc. v. World Am Communications, Inc. and Isotec, Inc.  The
complaint, which has causes of action for breach of contract and
unjust enrichment, alleges that the defendants failed to pay the
plaintiffs for certain consulting and public relations and related
work, reimbursement of certain business expenses incurred on behalf of
the defendants, and to repay a loan made by the plaintiffs to the
defendants.  The complaint seeks total monetary damages of
approximately $308,000.  The Company has retained counsel in the
matter and is preparing an answer and cross-complaint for filing. The
Company intends to vigorously defend the matter.  The Company does not
believe the outcome of this matter will have an adverse effect on the
Company.

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

     None.

PART II.

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

Market Information.

     The Registrant's common stock trades on the Over the Counter
Bulletin Board under the symbol "WLDI".  The Registrant began using
this symbol on December 1, 2000 following a 30 for 1 reverse split;
prior to that, the Registrant traded under the symbol "WLDC".   The
range of closing prices shown below is as reported by these markets.
The quotations shown reflect inter-dealer prices, without retail mark-
up, mark-down or commission and may not necessarily represent actual
transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2003

                                                 High      Low

Quarter Ended December 31, 2003                  0.008     0.004
Quarter Ended September 30, 2003                 0.008     0.002
Quarter Ended June 30, 2003                      0.005     0.002
Quarter Ended March 31, 2003                     0.011     0.005

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2002

                                                 High      Low

Quarter Ended December 31, 2002                  0.016     0.007
Quarter Ended September 30, 2002                 0.027     0.009
Quarter Ended June 30, 2002                      0.048     0.017
Quarter Ended March 31, 2002                     0.058     0.022

Holders of Common Equity.

     As of March 31, 2004, there were approximately 120 shareholders
of record of the Registrant's common stock.

Dividend Information.

     The Registrant has not declared or paid a cash dividend to
stockholders since it became organized.  The board of directors
presently intends to retain any earnings to finance Registrant
operations and does not expect to authorize cash dividends in the
foreseeable future.  Any payment of cash dividends in the future will
depend upon the Registrant's earnings, capital requirements and other
factors.

Equity Securities Sold Without Registration.

     Other than as follows, the Registrant did sell any unregistered
(restricted) securities during the fiscal year ended December 31, 2003:

     At various times during the year, the Registrant issued options
that covered a total of 65,000,000 shares of common stock to employees
and consultants for the company.  The shares underlying these options
were issued under the Registrant's 2003 Non-Qualified Stock Option
Plan, adopted on September 29, 2003.  These options were exercisable
at either 65% or 75% of the fair market value of the Registrant's
common stock on the date the stock option is granted.

     No commissions were paid in connection with these sales.  These
sales were undertaken under Rule 506 of Regulation D under the
Securities Act of 1933.  Each of the transactions did not involve a
public offering and each of the investors represented that he/she was
a "sophisticated" or "accredited" investor as defined in Rule 502 of
Regulation D.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

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

Overview.

     The Registrant has developed and/or is in the process of
developing innovative systems and processes in the field of
"Transparent Security?" and "Automated Passage Control."  Company
personnel have installed systems for Lawrence Livermore Labs, Mellon
Bank, Wells Fargo Bank and the United States Air Force and United
States Department of Energy to name just a few.

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

Results of Operations.

(a)  Revenues.

     Revenues for the year ended December 31, 2003 were $654,726
as compared to $345,450 in 2002.  The $309,276 increase in revenues,
approximately 89%, is primarily attributed to the continued efforts by
the Registrant in the acquisition of sales, marketing, advertising,
business and legal talent to complete product development and continue
marketing activities to increase the dealer network and position the
company to participate in market growth expected in the future.
Although the increased operating revenue represents a significant
increase in sales, with the absence of additional operational funding,
the Registrant's ability to continue as a going concern is still in doubt.

(b)  General and Administrative Expense.

     The Registrant was able to reduce the rate of spending
during 2003 by $1,162,046 (to $2,284,393), a reduction of
approximately 34% as compared to 2002 expenses of $3,466,439.  The
general and administrative expenses reflects the impact of the use of
S-8 stock to compensate needed services by various professionals in
the absence of equity funding.  Although this is a significant
reduction in operating expenses the Company plans to continue to
pursue revenue growth and expects to utilize a private placement or
other equity offering during 2004, in addition to utilization of S-8
stock to compensate for certain needed services.

(c)  Other Income.

     For the fiscal year ended December 31, 2003, the Registrant
realized other income of $600,911 as compared with $241,803 for the
fiscal year ended December 31, 2002, an increase of approximately 248%
(during fiscal 2003, the Registrant issued an increased number of such
stock options, which were then exercised).  Other income consists
principally of revenues resultant from the exercise of options to
purchase common stock of the Registrant granted to employees and
consultants of the company.  The principal components of Other Income
for 2003 were, approximately $573,000 options exercised by employees
and consultants of the Company; and recovery of expenses advanced to
customers recovered by later reimbursements to Company's subsidiary,
Isotec, of approximately $28,700.  The options were issued under the
Company's 2003 Non-Qualified Stock Option Plan (see discussion under
Item 11, below).

     During the fiscal year ended on December 31, 2002, the Company
recorded $241,803 in Other Income.  This was comprised principally of
revenues resultant from the exercise of options to purchase common
stock of the registrant.  The options were issued under the Company's
Employee Stock Incentive Plan (see discussion under Item 11, below).

(d)  Net Operating Loss.

     The net loss from operations for the year ended December 31,
2003, was $1,957,897 as compared to $3,317,223 during the
corresponding period of 2002, a decrease of $1,359,326 or
approximately 40%.  Management believes these results are a direct
reflection of continued efforts to control expenses and to increase
the net results of operations.  Although the operations are still
losing money, the rate of loss has been slowed substantially.

(e)  Net Operating Loss Carryforward.

     For the fiscal year ending December 31, 2003, the Registrant had
net operating loss carryforward of $7,240,161 as compared with
$5,858,779 for the previous fiscal year.  Realization of deferred tax
assets is dependent upon future earnings, if any, the timing and
amount of which are uncertain.  Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance.  The increase
in net operating loss carryforward is the result of the parent
company's operating loss experienced in fiscal 2003.  These
carryforwards, if not utilized to offset taxable income begin to
expire in 2009.  Utilization of the net operating loss may be subject
to substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code and similar state
provisions.  The annual limitation could result in the expiration of
the net operating loss before utilization.

Factors That May Affect Operating Results.

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

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

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

     - gain or loss of clients or strategic relationships;

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

     - the ability to build brand recognition;

     - timing of sales to customers;

     - price competition;

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

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

     - changes in governmental regulation; and

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

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

     The Registrant is also subject to the following specific factors
that may affect the company's operating results:

(a)  Competition.

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

     Some of the Registrant's competitors have:

     - longer operating histories;

     - larger customer bases;

     - greater name recognition and longer relationships with clients;
       and

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

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

(b)  Technological and Market Changes.

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

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

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

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

(d)  Protection of Proprietary Rights.

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

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

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

(e)  Economic Slowdown.

     The slowdown in the U.S. and European economies has affected
the market for the Registrant's products, and the company's future
financial results from operations will depend, in part, upon whether
this slowdown continues.  In addition, the Registrant's business can
be affected by the general condition of the world economy, as well as
by social, political and military conditions.  In light of the current
economic environment these factors could have a material adverse
impact on the Registrant's business, operating results, and financial
condition and we may continue to incur losses for the foreseeable future.

(f)  Key Personnel.

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

     The Registrant intends to recruit in fiscal year 2004
employees who are skilled in the products of the company.  The failure
to recruit these key personnel could have a material adverse effect on
the Registrant's business. As a result, the Registrant may experience
increased compensation costs that may not be offset through either
improved productivity or higher revenue.  There can be no assurances
that the company will be successful in retaining existing personnel or
in attracting and recruiting experienced qualified personnel.

Liquidity and Capital Resources.

     The Registrant has required a substantial amount of working
capital to fund its operations and market development.  In the absence
of any equity investment, it previously relied upon short-term
borrowings in the form of purchase order and invoice factoring and the
use of Form S-8 common shares as mentioned above. As of December 31,
2003, the Registrant had no significant sources of liquidity.

     For the year ended December 31, 2003, Registrant had
operating losses reflecting the developmental nature of its operation;
it does however, foresee its efforts culminating in sufficient cash
flows to service its debts.

     The Registrant continues to explore sources of financing in
lieu of equity lines of credit to fund operations and provide the
Registrant with the ability to liquidate, modify, extend or otherwise
satisfy present or future indebtedness of the Registrant.  While the
Registrant's management believes it will be successful in arranging
adequate lines of equity or debt financing to carry out its business
plan, there is no assurance of that occurring.

     While the Registrant's management believes it will be
successful in arranging adequate lines of equity or debt financing to
carry out its business plan, there is no assurance of that occurring.
The Registrant's continued operations, as well as the implementation
of its business plan, therefore will depend upon its ability to raise
additional funds through bank borrowings, equity or debt financing.
The Registrant estimates that it will need to raise up to $2,000,000
or more over the next twelve months for such purposes. However,
adequate funds may not be available when needed or may not be
available on favorable terms to the Registrant. The ability of the
Registrant to continue as a going concern is dependent on additional
sources of capital and the success of the Registrant's business plan.
The Registrant's independent accountant audit report included in this
Form 10-KSB includes a substantial doubt paragraph regarding the
Registrant's ability to continue as a going concern.

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

     - curtail operations significantly;

     - sell significant assets;

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

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

     To the extent that the Registrant raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities will result in dilution to existing
stockholders.  If additional funds are raised through the issuance of
debt securities, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such
debt could impose restrictions on the Registrant's operations.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
may seek to compensate providers of services by issuance of stock in
lieu of cash, which will also result in dilution to existing shareholders.

Inflation.

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

Other.

     The Registrant does not provide post-retirement or post-
employment benefits requiring charges under Statements of Financial
Accounting Standards No. 106 and No. 112.

Critical Accounting Policies.

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

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

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

(b)  Stock-Based Compensation Arrangements.

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

(c)  Revenue Recognition.

     Sales of commercial products under long-term contracts and
programs are recognized in the accounts as deliveries are made.  The
estimated sales value of fixed price contracts in process is
recognized under the percentage-of-completion method of accounting in
which the estimated sales value is determined on the basis of physical
completion to date.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-looking
statements.  These are statements that relate to future periods and
include, but are not limited to, statements as to the Registrant's
estimates as to the adequacy of its capital resources, its need and
ability to obtain additional financing, the features and benefits of
its products, its growth strategy, the need for additional sales and
support staff, its operating losses and negative cash flow, its
critical accounting policies, its profitability and factors
contributing to its future growth and profitability.  Forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those
discussed above, as well as risks related to the Registrant's ability
to develop new technology and introduce new products, its ability to
protect its intellectual property, and its ability to find additional
financing.  These forward-looking statements speak only as of the date
hereof.  The Registrant expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

     Consolidated financial statements as of and for the year ended
December 31, 2003, and for the year ended December 31, 2002 are
presented in a separate section of this report following Item 14.

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

     None.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act").  This evaluation was done under the
supervision and with the participation of the Registrant's president
and chief financial officer.  Based upon that evaluation, they
concluded that the Registrant's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to
satisfy the Registrant's disclosure obligations under the Exchange Act.

Changes in Disclosure Controls and Procedures.

     There were no significant changes in the Registrant's disclosure
controls and procedures, or in its factors that could significantly
affect those controls since the most recent evaluation of such controls.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers.

     The names, ages, and respective positions of the directors,
executive officers, and key employees of the Registrant are set forth
below; there are no other promoters or control persons of the
Registrant. The directors named below will serve until the next annual
meeting of the Registrant's stockholders or until their successors are
duly elected and have qualified.  Directors are elected for a one-year
term at the annual stockholders' meeting.  Officers hold their
positions at the will of the board of directors, absent any employment
agreement.  There are no arrangements, agreements or understandings
between non-management shareholders and management under which non-
management shareholders may directly or indirectly participate in or
influence the management of the Registrant's affairs.  The directors
and executive officers of the Registrant are not a party to any
material pending legal proceedings and, to the best of their knowledge,
no such action by or against them has been threatened.

     David E. Forbes was appointed to the board of directors in June
2002, and was appointed Secretary of the company.  He resigned both
positions in June 2003.

(a)  James H. Alexander, President/Chief Executive Officer/Director.

     Mr. Alexander, age 66, has been President and Chief Executive
Officer of the Company since February 18, 2000, the date that Isotec,
Inc. became a wholly owned subsidiary of the Company.  He was the
founder of Isotec, Inc., a company engaged in the design, manufacture
and installation of access control portals for the security markets
involving weapons detection and asset protection, personnel and
material, control for federal and state government, financial
institutions, and business/commercial applications.

     In 1992, Mr. Alexander founded T.D.I., Inc. and has been its
President since that time.  This company is engaged in sales and
marketing of security products, consulting, fund raising, acquisition
and mergers of established and start-up hi-technology firms. From 1992
through 1997, Mr. Alexander was general manager and chief operating
officer of Zykronix, Inc., a company that designs and produces some of
the world's smallest computers for the industrial and commercial
markets.  As chief operating officer of that company from 1995 through
1997, he was responsible for restructure of the organization and all
business activities, including profit and loss statements, production,
sales and marketing, contracts, materials, finance and administration.
During 1997 and 1998, Mr. Alexander also was the managing broker and a
consultant to Lafayette Century 21 Agency-Corp. Relocation and
Marketing, located in Colorado, and from January 1993 to November 1995
was the director of corporate relocations for Moore and Company
Realtors, located in Colorado.

(b)  Willis J. Kollars, Secretary/Director.

     Mr. Kollars, age 60, was appointed to the board of directors in
September 2002.  He is currently an administrative hearing officer
with the U. S. Department of Agriculture, National Appeals Division,
having served in that position for past fourteen years.  Mr. Kollars
conducts administrative law hearings for the Secretary of Agriculture
and currently hears appeals of adverse decisions rendered by 13 of the
29 agencies under the Secretary of Agriculture.  He is retired from
the U. S. Navy where he served for 25 years as a paralegal in the
Judge Advocate General Corps (JAG).  While with JAG, Mr. Kollars
helped found the paralegal community for the U.S. Navy, developed
curriculum for the training of paralegals, and authored six textbooks
for use in the development of paralegals in all branches of military
service.  Mr. Kollars is a member of the National Association of
Administrative Law Judges.

(c)  Thomas E. Ferneau, Chief Financial Officer/Director.

     Mr. Ferneau, age 55, was appointed to the board of directors on
June 20, 2003.  He is involved in the general practice of law;
primarily counseling and planning for individuals and businesses in
estate-trust, tax, insurance problems associated with probate,
business, finance and other related areas.  Mr. Ferneau is experienced
in many aspects of agricultural and business finance; title
examination, loan litigation, bankruptcy-creditor and debtor law.  He
is also experienced in analyzing financial statements and related data
for financial institutions, both state and federal.

     From 1999 to the present, Mr. Ferneau has served on the board of
directors of a Chinese joint venture between Beijing Tianping
Inspection Company Limited and America China Agricultural Exchange
Association; this is a joint venture tasked with helping to
standardize and improve the state quality assurance testing
laboratories.  From 2002 to the present, he has served on the board of
directors of South Star KFT, a Hungarian company that carries out
import and export in Hungary and Eastern Europe.  South Star is 80%
owned by Agritrade, an import export company with an Eastern European
base of which he has been president and a director from 2002 to the
present; this is a widely held company.  From 2002 to the present, Mr.
Ferneau has served as president of Tarsus Trust Company, L.L.C.;
purpose of the company is to consolidate the management of several
offshore services.  He has experience in Chinese law and has served
since 2001 under a cooperative agreement with the Shanghai Jei Hau law
firm.

     Mr. Ferneau holds both undergraduate and juris doctor degrees
from the University of Nebraska, and is a member of the Nebraska and
American Bar Associations.  The Ferneau Law Office was originally
established in 1892 and is one of the oldest continuing law practices
in the State of Nebraska; he has been a solo practitioner since 1984.

(d)  Al Youngs, Director.

     Mr. Youngs, age 56, was elected to the board of directors at the
annual meeting held on December 6, 2002.  He was a division chief
assigned to the Community Resource Division of the Lakewood, Colorado
Police Department, for which he served 32 years before retiring in
November 2003.  Prior to assuming this position, Mr. Youngs served as
division chief in the Investigation Division, captain in the
Intelligence and Information Management Divisions, and has held
command positions in every division of Lakewood Police Department.  He
has taught at the University of Colorado and is an adjunct professor
at Metropolitan state College and the University of Phoenix.  Mr.
Youngs has a bachelor's degree in political science, a master's degree
in public administration, a juris doctor degree, and is a graduate of
the F.B.I. National Academy.  He has been president of the
Metropolitan Law Enforcement Association, was class president of the
Penn State Polex class for police executives, and is the U.S.
International Police Association representative to the Country of Argentina.

     During his career, Mr. Youngs has been selected Officer of the
Month by the Green Mountain Kiwanis Club, received the Optimist
International Law Enforcement Award, has been named to the Denver Post
Hall of Fame, and in 1990 was inducted into the Lakewood Police
Department Hall of Fame.  He is a member of the Leadership Denver
board of directors and recently served as class coordinator for the
Harvard, Kennedy School of Government sponsored Senior Management
Institute for Police.  Mr. Youngs currently is a consultant for the
Police Research Forum, United States Department of Justice, and a
member of the IACP Investigative Commanders Committee and is a
facilitator for Enlightened Leadership International.  He served as
the 2000 chairman of the board for the West Metro Drug Task Force and
is the current president of Police Futurists International.   Mr.
Youngs received the 2000 Lakewood Mayor's Award for special
achievement.  He was also nominated for his work in promoting cultural
diversity within the community.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Exchange Act requires the Registrant's
directors, certain officers and persons holding 10% or more of the
Registrant's common stock to file reports regarding their ownership
and regarding their acquisitions and dispositions of the Registrant's
common stock with the SEC.  Such persons are required by SEC
regulations to furnish the Registrant with copies of all Section 16(a)
forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Registrant under Rule 16a-3(d) during fiscal
2003 with respect to fiscal 2003, and certain written representations
from executive officers and directors, the Registrant is aware the
following reports were not timely filed: (a) a Form 3 for Mr. Ferneau when
he joined the board of directors in June 2003; (b) a Form 4 for Mr.
Ferneau to report shares acquired by him from the company
in July 2003; (c) a Form 5 to report those Form 4 transactions; (d)
Form 4's for Mr. Alexander to report sales made by him during the
period of July through October 2003 and in December 2003; and (e) a
Form 5 to report those Form 4 transactions.  The Form 3 and Form 5
for Mr. Ferneau have been prepared and filed with the SEC.  Mr.
Alexander has chosen to file all the late Form 4's (instead of a Form
5), which are being prepared for filing with the SEC.  The Registrant
is unaware that any other required reports were not timely filed.

Compensation Committee.

     The Registrant's compensation committee consists of Messrs.
Kollars, Ferneau, and Youngs.  The compensation committee makes
recommendation to the full board of directors regarding compensation
issues, including any employment agreement with the company officers
and directors (current Mr. Alexander is the only one who has such an
agreement).

Code of Ethics.

     The Registrant has adopted a code of ethics that applies to the
company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions.  This code of ethics is attached as Exhibit 14 to
this Form 10-KSB.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table sets forth certain information relating to
the compensation paid by the Registrant during the last three fiscal
years to the Registrant's president.  No other executive officer of
the Registrant received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2003 and the two prior
fiscal years.



<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#) (2)       ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>

James H.       2003     $59,600    -         -               -        20,000,000         -         -
Alexander,     2002     $32,300    -         -            $375,000     3,600,000         -         -
President      2001     $32,500    -         -            $141,000     2,700,000         -         -

Paul M.        2002    $32,300     -         -                -           -              -         -
Labarile       2001    $32,500     -         -            $141,000     2,700,000         -         -
Secretary
(1)
</TABLE>


(1)  Mr. Labarile resigned as a director and an office effective on
April 15, 2002.

(2)  Of the 20,000,000 shares underlying the options granted in 2003,
10,000,000 were granted in the name of Karen Alexander, an employee of the
company and wife of Mr. Alexander.

    Individual Option/SAR Grants in Fiscal Year Ended December 31, 2003.



<TABLE>
<CAPTION>
                      Number of            Percent of total
                      Securities           options/SARs
                      Underlying           granted to
                      options/SARs         employees in              Exercise or base
Name                  granted (#)          fiscal year (1)             price ($/Sh)      Expiration date
(a)                       (b)                 (c)                         (d)                  (e)
<S>                   <C>                  <C>                       <C>                 <C>
James H. Alexander
President             10,000,000            15.38%                      65% of the        September 2013
                                                                   closing price on the
                                                                    date of exercise

Karen Alexander       10,000,000            15.38%                      65% of the        September 2013
                                                                   Closing price on the
                                                                    Date of exercise
</TABLE>


(1)  Based on a total granted during the year of 65,000,000 under the
Registrant's 2003 Non-Qualified Stock Option Plan.

Aggregated Option/SAR Exercises In Fiscal Year December 31, 2003 and
Fiscal Year-End Option/SAR Values



<TABLE>
<CAPTION>
                                                                      Number of
                                                                      securities
                                                                      underlying          Value of
                                                                      unexercised         unexercised
                                                                     options/SARs at      in-the-money
                                                                       FY-end (#)         options/SARs
                            Shares acquired       Value realized      Exercisable/        at FY-end ($)
Name                        on exercise (#)          ($) (1)          Unexercisable        Exercisable/
                                                                                           Unexercisable
 (a)                             (b)                  (c)                 (d)                 (e)
<S>                           <C>                   <C>               <C>                  <C>
James H. Alexander
President                     10,000,000            $20,059 (1)        2,700,000            $10,125 (2)
                                                                       Exercisable (2)

Karen Alexander               10,000,000            $23,429 (3)              -                     -
</TABLE>


(1)  This figure is calculated by determining the difference between
the fair market value of the securities underlying the options on the
date of exercise and the exercise price of the options on the date of
exercise (65% of the closing price on the date of exercise).  These
options were exercised and the underlying securities sold in cashless
exercises from October 28, 2003 to December 1, 2003.

(2)  The exercise price of these options was originally $0.10 per
shares when they were granted on January 29, 2001 under the
Registrant's Employee Stock Incentive Plan.  The board of directors
repriced these options in 2002 to an exercise price of 25% of the
closing price on the date of exercise.  This repricing was made due
to the continuing low price of the company's common stock throughout
the period after these options were granted.  These made the
determination, based on a number of factors, as the basis for such
repricing.

(3)  This figure is calculated by determining the difference between
the fair market value of the securities underlying the options on the
date of exercise and the exercise price of the options on the date of
exercise (65% of the closing price on the date of exercise).  These
options were exercised and the underlying securities sold in cashless
exercises from October 27, 2003 to November 18, 2003.

Employment Agreement.

     On February 20, 2002, the Company entered into an employment
agreement, as amended, with Mr. Alexander for the term of three
years.  See description of this agreement under "Certain
Relationships and Related Transactions".  On January 20, 2004, the
Registrant further amended this employment agreement.  See
description of this agreement under "Certain Relationships and
Related Transactions".

Other Compensation.

     (a)  Directors of the Registrant who are also employees do not
receive cash compensation for their services as directors or members
of the committees of the board of directors.  All directors may be
reimbursed for their reasonable expenses incurred in connection with
attending meetings of the board of directors or management
committees.

     (b)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2003 provided for or
contributed to by the Registrant.

     (c)  (1) on September 12, 2002, the Registrant adopted the 2002
Non-Employee Directors and Consultants Retainer Stock Plan; (2) on
December 16, 2002, the Registrant adopted the 2002 Stock Compensation
Plan; (3) on August 19, 2003, the Registrant adopted the 2003
Consultants Stock Compensation Plan; (4) on September 29, 2003, the
Registrant adopted the 2003 Non-Qualified Stock Option Plan; (5) on
January 5, 2001, the Registrant adopted the Non-Employee Directors
and Consultants Retainer Stock Plan; and (6) on January 22, 2001, the
Registrant adopted an Employee Stock Incentive Plan.  For a description
of these plans, please see Item 11, below.  The Registrant may pay
compensation to officers and directors in the future under one or
more of these plans.

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

Security Ownership.

     The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
March 31, 2004 (533,033,232 issued and outstanding) by (i) all
stockholders known to the Company to be beneficial owners of more than
5% of the outstanding common stock; and (ii) all directors and
executive officers of the Company, individually and as a group.  Each
person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by him.  None of these security
holders has the right to acquire any amount of the shares within sixty
days from options, warrants, rights, conversion privilege, or similar
obligations.

Title of Class   Name and Address               Amount of       Percent of
                 of Beneficial Owner            Beneficial        Class
                       (1)                      Ownership(2)

Common Stock     James H. Alexander             29,987,333 (3)      5.63%
                 1400 West 122nd Avenue
                 Suite 104
                 Westminster, Colorado 80234

Common Stock     Thomas E. Ferneau               1,743,000          0.33%
                 1400 West 122nd Avenue
                 Suite 104
                 Westminster, Colorado 80234

Common Stock     Willis J. Kollars                 200,000          0.04%
                 1400 West 122nd Avenue
                 Suite 104
                 Westminster, Colorado 80234

Common Stock     Al Youngs                            0             0.00%
                 1400 West 122nd Avenue
                 Suite 104
                 Westminster, Colorado 80234

Common Stock     Shares of all directors and    31,930,333          5.99%
                 executive officers
                 as a group (4 persons)

Securities Authorized for Issuance under Equity Compensation Plans.

     The Registrant has adopted four equity compensation plans (none
of which have been approved by the company's shareholders) as of
December 31, 2003:

(a)  2003 Non-Qualified Stock Option Plan.

     On September 29, 2003, the Registrant adopted the 2003 Non-
Qualified Stock Option Plan.  This plan is intended to allow
designated employees and non-employees of the Registrant to receive
options to purchase company common stock.  The purpose of this plan is
to provide these persons with equity-based compensation incentives in
order to serve the interests of the Company and its stockholders as it
allows such persons greater personal financial interest in the
Company, which is intended to stimulate efforts on the company's
behalf, and to aid in the recruitment of employees.  A total of
65,000,000 shares of common stock have been registered under this plan
under a Form S-8 filed with the SEC on September October 1, 2003; the
options are exercisable at 65% of the fair market value of the
Registrant's common stock on the date the stock option is granted.  As
of December 31, 2003, all options granted have been exercised and
there are no shares remaining to be issued under this plan.

(b)  2003 Consultants Stock Compensation Plan.

     On August 19, 2003, the Registrant adopted the 2003 Consultants
Stock Compensation Plan.  The purposes of the plan are to enable the
Registrant to promote the interests of the company by attracting and
retaining consultants and independent contractors for the company
capable of furthering the business of the company and by aligning
their economic interests more closely with those of the company's
shareholders, by paying their retainer or fees in the form of shares
of common stock or stock options.  A total of 75,000,000 shares of
common stock have been registered under this plan under a Form S-8
filed with the SEC on August 22, 2003.  As of December 31, 2003, there
were 8,000,000 shares remaining to be issued under this plan.

(c)  2002 Stock Compensation Plan.

     On December 16, 2002, the Registrant adopted the 2002 Stock
Compensation Plan.  The purposes of the plan are to enable the
Registrant to promote the interests of the company by attracting and
retaining consultants and independent contractors for the company
capable of furthering the business of the company and by aligning
their economic interests more closely with those of the company's
shareholders, by paying their retainer or fees in the form of shares
of common stock.  A total of 55,000,000 shares of common stock have
been registered under this plan under a Form S-8 filed with the SEC on
December 23, 2002.  As of December 31, 2003, there were 4,600,000
shares remaining to be issued under this plan.

(d)  2002 Non-Employee Directors and Consultants Retainer Stock Plan.

     On September 12, 2002, the Registrant adopted the 2002 Non-Employee
Directors and Consultants Retainer Stock Plan.  The purposes of the
plan were to enable the Registrant to promote the interests of the
company by attracting and retaining consultants and independent
contractors for the company capable of furthering the business of the
company and by aligning their economic interests more closely with
those of the company's shareholders, by paying their retainer or fees
in the form of shares of common stock or stock options.  A total of
80,000,000 shares of common stock have been registered under this plan
under a Form S-8 filed with the SEC on September 18, 2002.  As of
December 31, 2003, all shares under this plan had been issued.

(e)  Non-Employee Directors and Consultants Retainer Stock Plan.

     On January 5, 2001, the Registrant adopted the Non-Employee
Directors and Consultants Retainer Stock Plan.  The purposes of the
plan were to enable the Registrant to promote the interests of the
company by attracting and retaining consultants and independent
contractors for the company capable of furthering the business of the
company and by aligning their economic interests more closely with
those of the company's shareholders, by paying their retainer or fees
in the form of shares of common stock or stock options.  A total of
24,000,000 shares of common stock have been registered under this plan
under a Form S-8 filed with the SEC on January 29, 2001.  As of
December 31, 2003, all shares under this plan had been issued.

(f)  Employee Stock Incentive Plan.

     On January 22, 2001, the Registrant adopted an Employee Stock
Incentive Plan.  This plan was intended to allow directors, officers,
employees, and certain non-employees of the Registrant to receive
options to purchase company common stock.  The purpose of this plan is
to provide these persons with equity-based compensation incentives to
make significant and extraordinary contributions to the long-term
performance and growth of the company, and to attract and retain
employees.  A total of 6,000,000 shares of common stock have been
registered under this plan under a Form S-8 filed with the SEC on
January 29, 2001; the options were exercisable $0.10 per share.  As of
December 31, 2003, the Registrant had granted options covering all
6,000,000 shares registered under this plan, and these options have all
been exercised and all the stock issued.

                   Equity Compensation Plan Information
                         as of December 31, 2003


<TABLE>
<CAPTION>

                              Number of
                             securities to
                               be issued                                          Number of securities
                             upon exercise                                        remaining available for
                                  of                                              future issuance under
                             outstanding             Weighted-average             equity compensation
                                options,             exercise price                plans (excluding
                             warrants and            of outstanding options       securities reflected in
Plan category                 rights                 warrants and rights              column (a))
                                (a)                         (b)                            (c)
<S>                           <C>                    <C>                           <C>
Equity
compensation plans
approved by
security holders                 0                           0                              0

Equity
compensation plans
not approved by
security holders                 0                           0                     2003 Stock Option Plan:
                                                                                   0; 2003 Consultants
                                                                                   Stock Compensation
                                                                                   Plan: 8,000,000;
                                                                                   2002 Stock Compensation
                                                                                  Plan: 4,600,000; 2002
                                                                                  Consultants
                                                                                  Stock Plan: 0;
                                                                                  Directors and
                                                                                  Consultants Stock
                                                                                  Plan: 0; Employee
                                                                                  Stock Incentive
                                                                                  Plan: 0

Total                            0                           0                    2003 Stock Option
                                                                                  Plan: 0; 2003
                                                                                  Consultants Stock
                                                                                  Compensation
                                                                                  Plan: 8,000,000;
                                                                                  2002 Stock
                                                                                  Compensation Plan:
                                                                                  4,600,000; 2002
                                                                                  Consultants
                                                                                  Stock Plan: 0;
                                                                                  Directors and
                                                                                  Consultants Stock
                                                                                  Plan: 0; Employee
                                                                                  Stock Incentive
                                                                                  Plan: 0
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, during the last two fiscal years
there have not been any relationships, transactions, or proposed
transactions to which the Registrant was or is to be a party, in which
any of the directors, officers, or 5% or greater shareholders (or any
immediate family thereof) had or is to have a direct or indirect
material interest.

     (a)  On February 20, 2002, the Registrant entered into an
employment agreement, as amended, with Mr. Alexander for the term of
three years.  Under the terms of this agreement, the company agrees
to pay the following compensation:

     A fixed salary in the amount of $180,000 per year, paid
consistent with the standard payroll practices of the Registrant in
place, as may be adjusted from time-to-time by the board of directors
in its discretion. The fixed salary is payable in cash or in
Registrant common stock which has been registered on Form S-8.  This
salary is to be reviewed from time to time during the term of this
agreement by the board of directors or any compensation and benefits
committee of the board.  In addition, Mr. Alexander is to be issued:
(a) 14,400,000 shares of the Registrant's common stock pursuant to
the terms of the Employee Stock Purchase Plan to be adopted by the
company and registered under a Form S-8.  These shares shall vest in
equal instalments of 1,200,000 shares quarterly over the three-year
term; and (b) 15,000,000 restricted shares of common stock.  Also,
Mr. Alexander, his dependents and beneficiaries are entitled to
participate in any pension, profit sharing, medical reimbursement,
insurance or other employee payment or benefit plan of the Registrant
as may be in effect from time to time, subject to the participation
standards and other terms thereof, to the same extent as other
officers under the benefit practices of the Registrant.  Finally, Mr.
Alexander is entitled to receive 15% of the Registrant's net profits.
Mr. Alexander received the 15,000,000 shares specified in the
agreement  in 2002.

     On January 20, 2004, the Registrant further amended this
employment agreement to provide that the term of the agreement is to
terminate on February 20, 2007.  In addition, the following
compensation has been amended: (1) salary was reduced to $120,000 per
year; (2) Mr. Alexander is to be paid a bonus from time-to-time based
on performance of the executive; and (3) Mr. Alexander shall be paid
a total of 24,000,000 shares of the common stock of the Registrant
pursuant to the terms of an Employee Stock Purchase Plan (ESSP) to be
adopted by the Registrant and registered under Form S-8 (these shares
shall vest in equal instalments, 1,200,000 shares quarterly over the
five year term.

     (b)  In April 2002 and September 2002, the Registrant issued a
total of 1,700,000 free trading shares of common stock registered
under Form S-8 to James Golden (a former director) as compensation
for serving as a director of the Registrant.

     (c)  During the second quarter of 2002, the Registrant issued
5,000,000 restricted shares of common stock to Mr. Labarile, then
secretary and a director of the company, for past services rendered
to the company.

     (d)  In September 2002, the Registrant issued 1,200,000 free
trading shares of common stock registered under Form S-8 each to Mr.
Kollars and Gary Borglund (a former director) as compensation for
serving as a director of the company.

     (e)  In June 2003, the Registrant issued 1,200,000 free trading
shares of common stock registered under Form S-8 to Mr. Forbes, a
former director, as compensation for serving as a director of the
Registrant.

     (f)  In July 2003, the Registrant issued 2,400,000 free trading
shares of common stock registered under Form S-8 to Mr. Ferneau as
compensation for serving as a director of the Registrant.

     (g)  In September 2003, the Registrant issued to Mr. Alexander
an option to purchase 10,000,000 shares of the company's common stock
under the company's 2003 Non-Qualified Stock Option Plan.  From
October 2003 to December 2003, he exercised this option at 65% of the
closing price on the date of exercise.

     (h)  In September 2003, the Registrant issued to Karen
Alexander, an employee of the company and wife of Mr. Alexander, an
option for 10,000,000 shares of the company's common stock under the
company's 2003 Non-Qualified Stock Option Plan.  In October and
November 2003, she exercised this option at 65% of the closing price
on the date of exercise.

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

     Certain of the officers and directors of the Registrant are
engaged in other businesses, either individually or through
partnerships and corporations in which they have an interest, hold an
office, or serve on a board of directors.  As a result, certain
conflicts of interest may arise between the Registrant and its
officers and directors.  The Registrant will attempt to resolve such
conflicts of interest in favor of the Registrant.  The officers and
directors of the Registrant are accountable to it and its
shareholders as fiduciaries, which require that such officers and
directors exercise good faith and integrity in handling the
Registrant's affairs.  A shareholder may be able to institute legal
action on behalf of the Registrant or on behalf of itself and other
similarly situated shareholders to recover damages or for other
relief in case the resolution of conflicts is in any manner
prejudicial to the Registrant.

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

Exhibits.

     Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

     The following reports on Form 8-K was filed during the last
quarter of the fiscal year covered by this Form 10-KSB:

     (a)  A Form 8-K filed on December 30, 2003 to report disclose
that on October 7, 2003, the Registrant reported its quarterly
sales for its fiscal third quarter ended September 30, 2003. A
copy of the press release issued by the Registrant concerning the
foregoing quarterly sales was attached as an exhibit to that filing.

     (b)  A Form 8-K filed on December 30, 2003 to report that on
November 25, 2003, the company announced the appointment of its
director Thomas E. Ferneau as chief financial officer and general
counsel of the company.  He was previously appointed to the
Registrant's board of directors on June 20, 2003.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The Registrant has recently become aware that on March 31, 2004
the SEC filed an injunctive action Michael B. Johnson, his Colorado-
based accounting firm, Michael Johnson & Co., LLC ("Johnson & Co.")
(the independent certified public accountant for the company), and
others in the U.S. District Court in Denver, Colorado.  In its
complaint, the SEC alleges that between December 1999 and December
2000, certain individuals engaged in a scheme to defraud investors by
filing reports and a registration statement with the SEC containing
false financial statements that fraudulently overstated revenues,
income, assets and cash inflows and understated expenses.  The
complaint also alleges that Mr. Johnson and Johnson & Co. assisted in
the scheme by performing a range of accounting functions, including
purporting to audit financial statements they had previously prepared.
The complaint seeks, among other things, injunctions, third-tier civil
penalties, disgorgement and prejudgment interest from Mr. Johnson and
Johnson & Co.

     The Registrant's audit committee is investigating this matter,
and what impact, if any, this will have on the company.  The audit
committee will then recommend a course of action to the board of
directors.  The board of directors will them make a determination as
to what actions will be taken, which may include, but not necessarily
be limited to, securing a new independent accountant for the
Registrant and the re-audit of prior years' financial statements.

Audit Fees.

     The aggregate fees billed for each of the last two fiscal years
for professional services rendered by Michael Johnson & Co., LLC for
the audit of the Registrant's annual financial statements, and review
of financial statements included in the company's Form 10-QSB's: 2003:
$10,000; and 2002: $9,500.

Audit-Related Fees.

     The aggregate fees billed in each of the last two fiscal years
for assurance and related services by Mr. Brenner that are reasonably
related to the performance of the audit or review of the Registrant's
financial statements and are not reported under Audit Fees above: $0.

Tax Fees.

     The aggregate fees billed in each of the last two fiscal years
for professional services rendered by Mr. Brenner for tax compliance,
tax advice, and tax planning: $0.

All Other Fees.

     The aggregate fees billed in each of the last two fiscal years
for products and services provided by Mr. Brenner, other than the
services reported above: $0.

Audit Committee.

     The Registrant's audit committee consists of Messrs. Kollars and
Ferneau.  The audit committee has not adopted a written charter.  The
Registrant's board of directors has determined that the company does
not have an audit committee financial expert serving on its audit
committee; the company has been unable to secure the services of such
a person but is actively seeking one.

     The Registrant's does not have any pre-approval policies and
procedures.  The audit committee makes recommendations concerning the
engagement of independent public accountants, reviews with the
independent public accountants the scope and results of the audit
engagement, approves all professional services provided by the
independent accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees,
and reviews the adequacy of the Registrant's internal accounting controls.

                                     SIGNATURES

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

                                       World Am Communications, Inc.



Dated: April 19, 2004                  By: /s/  James H. Alexander
                                       James Alexander, President/Chief
                                       Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated:


Signature                    Title                              Date

/s/ James H. Alexander       President/Chief Executive       April 19, 2004
James H. Alexander           Officer/Director

/s/ Willis J. Kollars        Secretary/Director              April 19, 2004
Willis J. Kollars

/s/ Thomas E. Ferneau        Chief Financial Officer         April 19, 2004
Thomas E. Ferneau            (principal financial and
                             accounting officer)/Director

/s/  Al Youngs               Director                        April 19, 2004
Al Youngs

                             INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying balance sheets of World Am
Communications, Inc. as of December 31, 2003 and 2002, and the related
consolidated statements of operations, changes in stockholders' equity
and cash flows for the years then ended.  These consolidated 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.  Those standards require that
we plan and perform the audit 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 World Am Communications, Inc. at December 31, 2003 and 2002, and
the results of its operations and cash flows for the years then ended,
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
described in Note 1 to the consolidated financial statements,
conditions exists which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its
operations.  Management's plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/  Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
March 29, 2004


                          WORLD-AM COMMUNICATIONS, INC.
                          CONSOLIDATED BALANCE SHEETS

                                                  December 31,     December 31,
                                                      2003            2002

ASSETS:
Current Assets:
  Cash                                            $   229,069       $   25,411
  Accounts receivable                                  67,128            7,015
  Inventory                                            26,121            6,601
  Other assets                                          7,202                -
     Total Current Assets                             329,520           39,027

Fixed Assets:
  Furniture and equipment                              10,106           16,528
  Less accumulated depreciation                        (7,675)          (8,834)
   Net Fixed Assets                                     2,431            7,694

Total Assets                                          331,951           46,721

                       LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:
  Accounts payable                                     49,282           56,236
  Accrued salaries                                    164,277                -
  Taxes payable                                       204,738          204,738
  Lines of credit                                       5,355            6,666
  Short-term borrowings                                     -           13,205
    Total Current Liabilities                         423,652          280,845

Stockholders'' Deficit:
  Preferred stock, $0.0001 par value,
80,000,000 shares
    authorized, none issued and outstanding                 -                -
  Common stock, $0.0001 par value; 800,000,000
    shares authorized, 465,445,899 and
679,735,899 shares issued and outstanding,
respectively                                           46,544           67,973
  Additional paid-in capital                        7,077,520        5,556,682
  Accumulated deficit                              (7,215,765)      (5,858,779)
    Total Stockholders' Deficit                       (91,701)        (234,124)

Total Liabilities and Stockholders' Deficit           331,951           46,721

                  See accompanying notes to financial statements


                            WORLD-AM COMMUNICATIONS, INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     Year Ended     Year Ended
                                                    December 31,   December 31,
                                                        2003          2002

Revenues:                                           $   654,726    $   345,450

Cost of Goods Sold:                                     328,230        196,234

Gross Profit                                            326,496        149,216

Operating Expenses:
General and administrative                              830,593        454,509
Depreciation                                              2,458          3,448
Consultants                                           1,445,592      2,999,402
Bad debt                                                  5,750          9,080
     Total Operating Expenses                         2,284,393      3,466,439

Net Loss from Operations                             (1,957,897)    (3,317,223)

Other Income/Expenses
Other income                                            600,911        241,803
Other expenses                                                -              -

                                                        600,911        241,803

Net Loss                                             (1,356,986)    (3,075,420)

Weighted average number of
 shares outstanding                                 504,696,020    128,211,036

Basic and diluted net loss per share                     (0.003)        (0.024)

                     See accompanying notes to financial statements


                              WORLD-AM COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY





<TABLE>
<CAPTION>
                                                                  Additional
                                          Common Stock             Paid-In      Retained
                                        Shares       Amount        Capital       Deficit       Total
<S>                                     <C>         <C>           <C>             <C>          <C>
Balance - December 31, 2001             42,015,383     4,202      2,621,050     (2,783,359)    (158,107)

Issuance of stock for services           1,727,500       172         68,928              -       69,100
Issuance of stock for services           2,000,000       200         79,800              -       80,000
Issuance of stock for services           2,800,000       280        111,720              -      112,000
Issuance of stock for services           4,175,000       417        124,833              -      125,250
Issuance of stock for services           1,706,000       171         51,009              -       51,180
Issuance of stock for services             500,000        50          9,950              -       10,000
Issuance of stock for services           3,550,000       355        177,145              -      177,500
Issuance of stock for services          15,000,000     1,500        148,500              -      150,000
Issuance of stock for services             600,000        60         23,940              -       24,000
Issuance of stock for services           6,000,000       600        299,400              -      300,000
Issuance of stock for services           4,262,500       426        170,074              -      170,500
Issuance of stock for services           9,871,500       988        393,872              -      394,860
Issuance of stock for services           1,050,000       105         41,895              -       42,000
Issuance of stock for services           5,000,000       500        149,500              -      150,000
Issuance of stock for services             266,667        27          7,973              -        8,000
Issuance of stock for services             250,000        25          7,475              -        7,500
Issuance of stock for services           1,898,000       189         56,751              -       56,940
Issuance of stock for services           3,870,000       387         57,663              -       58,050
Issuance of stock for services             750,000        75         10,425              -       10,500
Issuance of stock for services             500,000        50          7,450              -        7,500
Issuance of stock for services           6,258,827       626         99,515              -      100,141
Issuance of stock for services           3,960,500       396         90,696              -       91,092
Issuance of stock for services           1,500,000       150         26,850              -       27,000
Issuance of stock for services           2,211,522       221         50,644              -       50,865
Issuance of stock for services           1,100,000       110         18,590              -       18,700
Issuance of stock for services          14,250,000     1,425        240,825              -      242,250
Issuance of stock for services          15,000,000     1,500        148,500              -      150,000
Issuance of stock for services           1,050,000       105         10,395              -       10,500
Issuance of stock for services           1,000,000       100          9,900              -       10,000
Issuance of stock for services           6,900,000       690         68,310              -       69,000
Issuance of stock for services           3,612,500       361         35,764              -       36,125
Issuance of stock for collateral of
   loan                                500,000,000    50,000              -              -       50,000
Issuance of stock for services          13,750,000     1,375        136,125              -      137,500
Issuance of stock for services           1,350,000       135          1,215              -        1,350
Net loss for year                                -         -              -     (3,075,420)  (3,075,420)

Balance - December 31, 2002            679,735,899    67,973      5,556,682     (5,858,779)    (234,124)

Issuance of stock for services          12,000,000     1,200        118,800              -      120,000
Issuance of stock for services             500,000        50          3,950              -        4,000
Issuance of stock for services           7,000,000       700         41,300              -       42,000
Issuance of stock for services          15,500,000     1,550        106,950              -      108,500
Issuance of stock for services             500,000        50            150              -          200
Issuance of stock for services           2,700,000       270         12,420              -       12,690
Issuance of stock for services           1,200,000       120          5,520              -        5,640
Issuance of stock for services           6,000,000       600         23,400              -       24,000
Issuance of stock for services           5,000,000       500         24,500              -       25,000
Issuance of stock for services           1,500,000       150          5,850              -        6,000
Issuance of stock for services          10,000,000     1,000         29,000              -       30,000
Issuance of stock for services           8,000,000       800         23,200              -       24,000
Issuance of stock for services           5,000,000       500         14,500              -       15,000
Issuance of stock for services           3,018,000       302          8,752              -        9,054
Cancellation of stock for services    (500,000,000)  (50,000)             -              -      (50,000)
Issuance of stock for services          17,000,000     1,700         37,400              -       39,100
Issuance of stock for services           2,700,000       270         11,880              -       12,150
Issuance of stock for services           5,400,000       540         30,780              -       31,320
Issuance of stock for services          10,000,000     1,000         64,000              -       65,000
Issuance of stock for services           3,500,000       350         14,350              -       14,700
Issuance of stock for services          22,000,000     2,200        106,000              -      108,200
Issuance of stock for services           8,300,000       830         61,420              -       62,250
Issuance of stock for services          30,600,000     3,060        165,240              -      168,300
Issuance of stock for services          20,000,000     2,000        114,000              -      116,000
Issuance of stock for services           2,000,000       200         10,800              -       11,000
Issuance of stock for services          30,000,000     3,000        165,000              -      168,000
Issuance of stock for services          10,292,000     1,029         56,606              -       57,635
Issuance of stock for services             800,000        80          4,000              -        4,080
Issuance of stock for services          30,000,000     3,000        177,000              -      180,000
Issuance of stock for services           2,700,000       270         17,820              -       18,090
Issuance of stock for services           2,500,000       250         14,250              -       14,500
Issuance of stock for services          10,000,000     1,000         52,000              -       53,000
Net loss for period                              -         -              -     (1,356,986)  (1,356,986)
Balance - December 31, 2003            465,445,899    46,544      7,077,520     (7,215,765)     (91,701)
</TABLE>


                   See accompanying notes to financial statements


                               WORLD-AM COMMUNICATIONS, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     Year Ended     Year Ended
                                                    December 31,   December 31,
                                                        2003          2002

Cash Flows Used for Operating Activities:
  Net (Loss)                                        $ (1,356,986)  $(3,121,118)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                          2,458         3,448
    Bad debt                                               5,750             -
    Issuance of common stock for services                920,531     2,816,503
    Disposal of assets                                     3,763             -
   Changes in assets and liabilities:
     (Decrease) Increase in accounts receivable          (60,113)       16,487
     (Decrease) Increase in inventory                    (19,520)       11,563
     (Increase) in other assets                           (7,202)            -
     (Decrease) Increase in accounts payables             (6,954)      (42,335)
     Increase in payroll liabilities                           -       106,451
     Increase (Decrease) in accrued expenses             164,277             -

                                                       1,002,990     2,912,117

Net Cash Used for Operating Activities                  (353,996)     (209,001)

Cash Flows Provided by (Used for) Investing Activities:
  Purchase of property and equipment                           -             -
Net Cash Provided by (Used for) Investing Activities           -             -

Cash Flows Provided by Financing Activities:
   Line of credit                                         (1,311)            -
   Proceeds (payments) of notes payable                  (13,205)      226,174
   Proceeds from stock options and award plans           572,170             -
Net Cash Provided by Financing Activities                557,654       226,174

Increase in Cash                                         203,658        17,173

Cash and Cash Equivalents - Beginning of period           25,411         8,238

Cash and Cash Equivalents - End of period                229,069        25,411

Supplemental Cash Flow Information:
 Cash paid during period for:
  Interest paid                                                -             -
  Taxes paid                                                   -             -

                 See accompanying notes to financial statements


                         WORLD AM COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

Nature of Business.

World Am Communications, Inc. (the Company) was incorporated in the
state of Florida on July 1, 1994 under the name of Bedroc's of
Brandon, Inc.  The Company changed its name to World-Am Communications
on September 16, 1998.  The Company's primary business operations are
carried on at this time through its wholly owned subsidiary, Isotec,
Inc., the acquisition of which was finalized in February 2000.  Isotec
is a designer, developer, and manufacture of Automated Passage
Control, security and surveillance products using computer integrated
video and beam technology products for traffic control and access.

Reorganization.

The Company commenced operations in January 1995 as a family
restaurant in Brandon, Florida.  In September 1996, the restaurant
closed for renovations and reopened in August 1997.  In March 1998,
the Company discontinued the restaurant operations (its only business
segment) and wrote-off the net book value of the restaurant property
and equipment.

In February 2000, the Company acquired all of the outstanding stock of
Isotec, Inc by the purchase method.  Isotec became the Company wholly-
owned subsidiary.  In May 2000, the Company acquired Allmon
Corporation, a Delaware corporation, by the purchase method.  Allmon
Corporation was a development stage company formed on March 6, 2000.
At the time of purchase, Allmon had no operations.

With the filing of Articles of Merger with the Nevada Secretary of
State, the Registrant changed its domicile from Florida to Nevada.
This occurred after the old company and the new Nevada corporation had
entered into an Agreement and Plan of Merger (see Exhibit 2.3 to this
Form 10-KSB).  A Certificate of Amendment to Articles of
Incorporation, dated August  20, 2002, added to the authorized stock
80,000,000 shares of preferred stock: 40,000,000 shares of Class A
Preferred Stock, $0.0001 par value, and 40,000,000 shares of Class B
Preferred Stock, $0.0001 par value.  A Certificate of Amendment to
Articles of Incorporation, dated December 20, 2002, increased the
authorized limit of common stock to 800,000,000 shares.

Going Concern.

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern.  The Company has
experienced significant losses.  As of December 31, 2003, the current
liabilities exceed the current assets by $123,791.  As shown in the
financial statements, the Company incurred a net loss of $1,381,382
for year then ended.

The future success of the Company is likely dependent on its ability
to attain additional capital to develop its proposed products and
ultimately, upon its ability to attain future profitable operations.
There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow
from operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation.

The consolidated financial statements include the accounts of World Am
Communications, Inc. and its wholly owned subsidiaries.  All
significant intercompany accounts and transactions are eliminated in
consolidation.

Basis of Accounting.

These financial statements are presented on the accrual method of
accounting in accordance with generally accepted accounting
principles.  Significant principles followed by the Company and the
methods of applying those principles, which materially affect the
determination of financial position and cash flows, are summarized below:

Cash and Cash Equivalents.

The Company considers all highly liquid debt instruments, purchased
with an original maturity of three months or less, to be cash
equivalents.

Inventories.

Inventories are stated at the lower of cost (first-in, first-out) or
fair market value.  Inventories consist of finished goods only.

Use of Estimates.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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 the reported amounts of
revenue and expenses during the reporting period.  Actual results could
differ from these estimates.

Net Loss per Share.

Net loss per share is based on the weighted average number of common
shares and common share equivalents outstanding during the period.

Goodwill.

Goodwill, which represents the excess of the purchase price over the
fair value of net assets acquired, is amortized on a straight-line
basis over the expected periods to be benefited.  The Company assesses
the recoverability of goodwill periodically by determining whether the
amortization of goodwill balance over its remaining life can be
recovered through projected undiscounted cash flows.  The amount of
goodwill impairment, if any, is charged to operations in the period in
which goodwill impairment is determined by management.

Property and Equipment.

The Company follows the practice of capitalizing property and
equipment over $250 at cost.  The cost of ordinary maintenance and
repairs is charged to operations while renewals and replacements are
capitalized.  Depreciation expense was  $3,448 for the year.
Depreciation is computed on the straight-line method over the
following estimated useful lives:

     Office Equipment and Software                3 to 5 years
     Warehouse Equipment                          5 to 7 years

Revenue Recognition.

Sales of commercial products under long-term contracts and programs
are recognized in the accounts as deliveries are made.  The estimated
sales value of fixed price contracts in process is recognized under
the percentage-of-completion method of accounting in which the
estimated sales value is determined on the basis of physical
completion to date.

Fair Value of Financial Instruments.

The carrying amount of accounts payable and accrued expenses are
considered to be representative of their respective fair values
because of the short-term nature of these financial instruments.

Other Comprehensive Income.

The Company has no material components of other comprehensive income
(loss) and accordingly, net loss is equal to comprehensive loss in all
periods.

Income Taxes.

The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income
taxes.  Under this method, deferred tax assets and liabilities are
measured based on differences between financial reporting and tax
bases of assets and liabilities measured using enacted tax rates and
laws that are expected to be in effect when the differences are
expected to reverse.

Recently Issued Accounting Pronouncements.

In January 2003, the Financial Accounting Standards Board ("FASB"
issued FASB Interpretation ("FIN") No. 46, "Consolidation of Variable
Interest Entities" and interpretation of Accounting Research Bulletin
No. 51.  The interpretation addresses consolidation and disclosure
issues associated with variable interest entities.  In October 2003,
the effective date of FIN No. 46 for variable interest entities in
existence prior to February 1, 2003, was delayed to December 31, 2003.
In December 2003, the FASB issued a revised version of FIN No. 46 that
effectively delayed implementation until March 2004, with earlier
adoption permitted.  FIN No. 46 did not materially effect the financial
statements.

In March 2003, the FASB issued Statement of Financial Accounting
Standards ("SFAS" No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities".  SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003.  This
statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives)
and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities".  SFAS No. 149 did not
materially effect the financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity".  SFAS No. 150 is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
This statement establishes new standards for how an issuer classifies
and measures certain financial instruments with characteristics of
both liabilities and equity.  SFAS No. 150 requires that an issuer
classify a financial instrument that is within the scope of this
statement as a liability because the financial instrument embodies an
obligation of the issuer.  This statement applies to certain forms of
mandatorily redeemable financial instruments including certain types
of preferred stock, written put options and forward contracts.  SFAS
No. 150 did not materially effect the financial statements.

Stock Based Compensation.

SFAS No. 123, "Accounting for Stock-Based Compensation", allows an
entity to elect to continue to measure compensation cost under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees", but requires pro forma disclosures of net
loss and loss per share as if the fair-valued-based method of
accounting had been applied.  In accordance with SFAS No. 123, the
Company elected to continue to measure compensation cost under APB No.
25, and comply with the pro forma disclosure requirements.

The Company has adopted for footnote disclosure purposes SFAS No. 123,
which requires that companies disclose the cost of stock-based employee
compensation at the grant date based on the value of the award (the
fair value method) and disclose this cost over the service period.  The
value of the stock-based award is determined using a pricing model
whereby compensation cost is the excess of the fair value of the award
as determined by the model at grant date or other measurement date over
the amount an employee must pay to acquire the stock.

Transactions in which goods or services are received form non-
employees for the issuance of equity securities or stock-based awards
are accounted for based on the fair value of the consideration received.

Other Income.

During the fiscal year ended on December 31, 2003, the Company
recorded $600,911 in Other Income.  This amount was comprised
principally of revenues resultant from the exercise of options to
purchase common stock of the Registrant, previously granted to
employees and consultants of the company..  The principal components
of Other Income for 2003 were, approximately $573,000 options
exercised by employees and consultants of the Company; and recovery of
expenses advanced to customers recovered by later reimbursements to
Company's subsidiary, Isotec, of approximately $28,700.  The options
were issued under the Company's 2003 Non-Qualified Stock Option Plan
(see discussion under Note 8, below).

During the fiscal year ended on December 31, 2002, the Company
recorded $241,803 in Other Income.  This was comprised principally of
revenues resultant from the exercise of options to purchase common
stock of the registrant.  The options were issued under the Company's
Employee Stock Incentive Plan (see discussion under Note 8, below).

NOTE 3 - CAPITAL STOCK TRANSACTIONS

In January 2000, the Company had a four-to-one reverse split of common
shares authorized and outstanding.  In October 2000, the Company also
had a thirty-to-one reverse split of common shares authorized and
outstanding.  All share and per share amounts in the accompanying
financial statements of the Company and notes thereto, have been
retroactively adjusted to give effect to the stock splits.

NOTE 4 - SEGMENT INFORMATION

The Company operates primarily in a single operating segment, the
development of security and surveillance devices for traffic control
and access for banking and military customers.

NOTE 5 - INCOME TAXES

There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all
periods and for all jurisdictions.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of deferred tax assets are as follows:

Deferred tax assets
     Net operating loss carryforwards                         $7,240,161
     Valuation allowance for deferred tax assets              (7,240,161)
Net deferred tax assets                                                -

Realization of deferred tax assets is dependent upon future earnings,
if any, the timing and amount of which are uncertain.  Accordingly,
the net deferred tax assets have been fully offset by a valuation
allowance. As of December 31, 2003, the Company had net operating loss
carryforwards of approximately $7,240,161 for federal income tax
purposes.  These carryforwards, if not utilized to offset taxable
income begin to expire in 2009.  Utilization of the net operating loss
may be subject to substantial annual limitation due to the ownership
change limitations provided by the Internal Revenue Code and similar
state provisions.  The annual limitation could result in the
expiration of the net operating loss before utilization.

NOTE 6 - COMMITTMENTS AND CONTINGENCIES:

Lease Commitments.

In 2003, the Company entered into various lease agreements for office
and warehouse space in Westminster, Colorado that expire in July and
August 2006.    Rental expense for the year was $55,734.

Minimum future lease payments under current lease agreements at
December 31, 2003 are as follows:

                 $47,824
                  49,728
                  24,208

Payroll Taxes Payable.

Payroll taxes payable is the estimated payroll tax liability at
December 31, 2003.

NOTE 7 - RELATED PARTY TRANSACTIONS:

Salary Payable

In February 2003, the Company's president signed an employment
contract where he is supposed to be paid $180,000 in salary for 2003.
In February 2004, the Company president signed a new employment
contract for $120,000.

NOTE 8 - STOCK COMPENSATIOIN PLANS:

2003 Non-Qualified Stock Option Plan.

     On September 29, 2003, the Company adopted the 2003 Non-Qualified
Stock Option Plan.  This plan is intended to allow designated
employees and non-employees of the Company to receive options to
purchase company common stock.  The purpose of this plan is to provide
these persons with equity-based compensation incentives in order to
serve the interests of the Company and its stockholders as it allows
such persons greater personal financial interest in the Company, which
is intended to stimulate efforts on the company's behalf, and to aid
in the recruitment of employees.  A total of 65,000,000 shares of
common stock have been registered under this plan under a Form S-8
filed with the SEC on September October 1, 2003; the options are
exercisable at 65% of the fair market value of the Registrant's common
stock on the date the stock option is granted.  As of December 31,
2003, all options granted have been exercised and there are no shares
remaining to be issued under this plan.

2003 Consultants Stock Compensation Plan.

     On August 19, 2003, the Company adopted the 2003 Consultants
Stock Compensation Plan.  The purposes of the plan are to enable the
Company to promote the interests of the company by attracting and
retaining consultants and independent contractors for the company
capable of furthering the business of the company and by aligning
their economic interests more closely with those of the company's
shareholders, by paying their retainer or fees in the form of shares
of common stock or stock options.  A total of 75,000,000 shares of
common stock have been registered under this plan under a Form S-8
filed with the SEC on August 22, 2003.  As of December 31, 2003, there
were 8,000,000 shares remaining to be issued under this plan.

2002 Stock Compensation Plan.

     On December 16, 2002, the Company adopted the 2002 Stock
Compensation Plan.  The purposes of the plan are to enable the Company
to promote the interests of the company by attracting and retaining
consultants and independent contractors for the company capable of
furthering the business of the company and by aligning their economic
interests more closely with those of the company's shareholders, by
paying their retainer or fees in the form of shares of common stock.
A total of 55,000,000 shares of common stock have been registered
under this plan under a Form S-8 filed with the SEC on December 23,
2002.  As of December 31, 2003, there were 4,600,000 shares remaining
to be issued under this plan.

2002 Non-Employee Directors and Consultants Retainer Stock Plan.

     On September 12, 2002, the Company adopted the 2002 Non-Employee
Directors and Consultants Retainer Stock Plan.  The purposes of the
plan were to enable the Company to promote the interests of the company
by attracting and retaining consultants and independent contractors for
the company capable of furthering the business of the company and by
aligning their economic interests more closely with those of the
company's shareholders, by paying their retainer or fees in the form of
shares of common stock or stock options.  A total of 80,000,000 shares
of common stock have been registered under this plan under a Form S-8
filed with the SEC on September 18, 2002.  As of December 31, 2003, all
shares under this plan had been issued.

                                EXHIBIT INDEX

Number                         Description

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

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

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

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

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

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

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

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

4.3    Common Stock Purchase Agreement between the Registrant and
       Four Way Associates, Inc., dated June 1, 2001 (incorporated
       by reference to Exhibit 4.3 of the Form SB-2 filed on August 28, 2001).

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

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

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

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

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

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

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

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

10.3   Amendment B to Employment Agreement between the Registrant
       and James Alexander, dated January 15, 2004 (see below).

14     Code of Business Conduct and Ethics, adopted by the
       Registrant's board of directors (see below).

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

23     Consent of Independent Certified Public Accountants (see below).

31.1   Rule 13a-14(a)/15d-14(a) Certification of James H. Alexander (see below)

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

32     Section 1350 Certification of James H. Alexander and Thomas
       E. Ferneau (see below).

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