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, 2004

OR

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

                           COMMISSION FILE NUMBER: 0-30639

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

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

1400 West 122nd Avenue, Suite 104, Westminster, Colorado          80234
     (Address of Principal Executive Offices)                   (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-B 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 $466,603 for the fiscal year ended
on December 31, 2004.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 31, 2005:
$1,876,576.  As of March 31, 2005, the Registrant had 10,165,891
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                                           14

ITEM 3.   LEGAL PROCEEDINGS                                                 14

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               15

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS                                   15

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      17

ITEM 7.   FINANCIAL STATEMENTS                                              26

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                            26

ITEM 8A.  CONTROLS AND PROCEDURES                                           26

ITEM 8B   OTHER INFORMATION                                                 27

PART III.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS; COMPLIANCE WITH
          SECTION 16(A) OF THE EXCHANGE ACT                                 28

ITEM 10. EXECUTIVE COMPENSATION                                             30

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS             33

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     36

ITEM 13. EXHIBITS                                                           38

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                            38

SIGNATURES                                                                  40

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 ("Company") 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 Company 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 Company 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
Company. The Company'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 Company, 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 Company completed renovations in July
1997 and reopened in August 1997 as the Garden Grille.  In March 1998,
the Company 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 Company
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 Company did not have any further operations until
February 2000.

     The current business of the Company was commenced in
February 2000 after the Company, through a stock purchase agreement
with Isotec, Inc., acquired all of the outstanding stock of this
company.  Isotec became the Company'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 believes that such products complement those of Isotec.

     With the filing of Articles of Merger with the Nevada
Secretary of State, the Company 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.  A Certificate of Amendment to
Articles of Incorporation, dated December 1, 2004, increased the
authorized limit of common stock to 1,500,000,000 shares.

Business of the Company.

(a)  Company Overview.

     The Company 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 was engaged in the acquisition,
development, sales, marketing and distribution of innovative component
products.  At present, TDI is dormant.

     The Company 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 plus 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 Company 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 Company 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 Company and its Isotec
subsidiary currently fall into six categories:

     (1)  Design and manufacture of a standard line of 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 Company 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 aluminium 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 aluminium 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 aluminium 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)  Anti-Tailgating System.

     Isotec's ATG-200 Anti-Tailgating System is a integrated system
that monitors entry access through protected doorway by detecting
multiple individuals attempting to enter through that door without
individual authorization.

     The ATG-200 system combines an overhead video-based monitoring
device, a pair of infrared sensors mounted on the doorjamb, and an
internal controller with software for which a provisional patent
application has been made.  The ATG-200 works with Card, PIN, or
Biometric access control devices, and connects directly to the user's
existing 24-volt door lock, lock sensor and door status sensor to
monitor and control access through that door.  Also provided is a
three-color status display to direct personnel through the passage process.

     The ATG-200 system works by enveloping the single entrant in a
"video wall" during each entry sequence.  Any other individual either
passing through that wall (i.e., tailgating) or attempting to depart
while the first individual is entering, is detected and an alarm
output is generated.  Monitoring functions are also provided to detect
someone entering while another individual is exiting the secured door
from the inside.

     An inexpensive method of keeping track of the number of
individuals passing through 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
cross-pulsed magnetic field detection system (for which a provisional
patent application has been filed) to provide good security plus
optimum traffic flow.  Applications include airports, banks, public
buildings, industry, hospitals, and casinos.  Isotec is a dealer of
these products not the manufacturer.

     (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.  Isotec is
a dealer of these products not the manufacturer.

     (8)  Security Monitoring Software.

     APC 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.  Isotec is a dealer
of these products not the manufacturer.

     (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 Company and employs 7 contract
workers. In addition, the Company has entered into a Manufacturing
License Agreement with Comfort Virtue Construction Product CO., Ltd.
of Beijing, PRC ("Comfort").  The terms of this agreement call for
Comfort Virtue to manufacture three selected Isotec APC models for
domestic and international distribution.

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

     The Company strives for each product developed to contain
innovative, modular concepts not previously available.  The Company
spent the following estimated amounts on research and development in
each of the last two fiscal years: 2003: $22,500; and 2004: $2,500.
On September 2, 2004, acknowledgements of provisional patent
applications were issued for its ATG-100 & ATG-200 anti-tailgating
products.  The provisional patent application permits Isotec to place
a "patent pending" label on all production units while completing
development of the ATG-100 & ATG-200.  The numbers assigned to these
provisional patent applications are: ATG-100: US60/530,705; ATG-200:
US60/589,022.  See Exhibits 99.3 and 99.4 (applicants are employees of Isotec).

     A new product under development is the Model 644RW Revolving Door
Weapons Control System provides an efficient method of screening
weapons that may be brought into a facility.  Multiple users may pass
in both directions at the same time providing the highest throughput
of any weapons control system on the market. ISOTEC offers two
configurations: The first is the basic High Traffic Revolving Door
Weapons Control System which allows simultaneous multiple passages;
the second is the High Security Weapons Control System with a
credential reader and anti-tailgating system at either entrance.
Typically credential readers are provided by the dealer or customer.
A variety of ballistic panels can be installed in these structures
providing a deterrent as required by the customer.

     During the past year Isotec did not separately account for the
man-hours expended on research and development of these and other
products.  When a new product is added to the Company'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 Company has granted a license to manufacture certain
selected products to a Chinese company, 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 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
Company. 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 Company 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.

     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.

     The Company believes that sensor technologies represent one of
the greatest areas of opportunity both within Homeland Security and
other vertical applications.  The Company is currently pursuing one or
more such technologies, in hopes of obtaining new technology that will
allow it to have broader market appeal in the security market place
and possibly in other vertical markets.

     In addition to other homeland security needs, Isotec also sees
that financial institutions, government applications, commercial and
retail establishments all represent market segments Isotec needs to
develop.  Isotec has obtained GSA/NSN catalog listings for standard
items and anticipates modest sales may result over the next twelve
months.  In addition, dealer projections for financial institution
sales indicate that inquiries for weapons control systems at banks and
credit unions are continuous and sales of up to 50 such systems are
possible in the coming 12 months.

     The introduction of the ATG-200 is projected to bring in some new
revenue in 2005, but no firm projections have been made by dealers as
of this date.  The Company's plan for the Comfort Virtue manufacturing
license involves development of the import of more affordable
standardized weapons control and access control systems via the
manufacturing & distribution agreement with Comfort Virtue.
Alternatively, Isotec is currently working on a U.S. manufactured
lower cost standardized portal, which may be able to be marketed in 2005.

     (h)  Competition.

     Compared to competitive products or the closest product
available today management believes the Company'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 this could be an advantage
over competitors.  Competitors include: Georal, Alluser and Hamilton
Safe, now owned by Redhawk.  Each of these companies offer competing
access control systems; however, none of these firms offer customized
"built to specification" portals.

     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.

     Redhawk is located in the Denver area, while 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 its
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 Company 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 Company'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
production in that the weapons 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 Company is dependent upon the federal government and six
dealers for all 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 Company 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 Company 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 Company currently has 6 employees.

Risk Factors.

     Investing in the Company involves a number of significant risks
relating to our business. In addition to the risk factors described
below, other factors that could cause actual results to differ
materially include:

     - the ongoing global economic uncertainty, coupled with war or the
       threat of war;

     - risks associated with possible disruption in our operations due
       to terrorism;

     - future regulatory actions and conditions in our operating areas;
       and

     - other risks and uncertainties as may be detailed from time to
       time in our public announcements and SEC filings.

(a)  Control by Officers and Directors Over Affairs of the Company May
Override Wishes of Other Stockholders.

     All decisions with respect to the management of the Company will
be made exclusively by our officers and directors.  Investors will only
have rights associated with stockholders to make decisions that affect
the Company.  Accordingly, it could be difficult for the investors
hereunder to effectuate control over the affairs of the Company.
Therefore, the success of the Company, to a large extent, will depend
on the quality of our directors and officers.  Accordingly, no person
should invest in the Company unless he or she is willing to entrust all
aspects of the management of the Company to the officers and directors.

(b)  Our Common Stock Price May Be Volatile.

     The trading price of our common stock may fluctuate
substantially. The price of the common stock may be higher or lower
than the price you pay for your shares, depending on many factors,
some of which are beyond our control and may not be directly related
to our operating performance.  These factors include the following:

     - Price and volume fluctuations in the overall stock market from
       time to time;

     - Significant volatility in the market price and trading volume of
       securities of business development companies or other financial
       services companies;

     - Changes in regulatory policies with respect to business
       development companies;

     - Actual or anticipated changes in our earnings or fluctuations in
       our operating results;

     - General economic conditions and trends;

     - Loss of a major funding source; or

     - Departures of key personnel.

     Due to the continued potential volatility of our stock price, we
may be the target of securities litigation in the future.  Securities
litigation could result in substantial costs and divert management's
attention and resources from our business.

(c)  No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of Our Stock.

     The SEC has adopted a number of rules to regulate "penny stocks."
Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the
Securities Exchange Act of 1934, as amended.  Because the securities
of the Company may constitute "penny stocks" within the meaning of the
rules (as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per
share, largely traded in the Over the Counter Bulletin Board or the
Pink Sheets), the rules would apply to the Company and to its securities.

     The SEC has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities.  Unless the transaction
is exempt, it shall be unlawful for a broker or dealer to sell a penny
stock to, or to effect the purchase of a penny stock by, any person
unless prior to the transaction: (i) the broker or dealer has approved
the person's account for transactions in penny stock pursuant to this
rule and (ii) the broker or dealer has received from the person a
written agreement to the transaction setting forth the identity and
quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives;
(b) reasonably determine that transactions in penny stock are suitable
for that person, and that the person has sufficient knowledge and
experience in financial matters that the person reasonably may be
expected to be capable of evaluating the risks of transactions in
penny stock; (c) deliver to the person a written statement setting
forth the basis on which the broker or dealer made the determination
(i) stating in a highlighted format that it is unlawful for the broker
or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the
broker or dealer is required to provide the person with the written
statement; and (iv) the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect
the person's financial situation, investment experience, and
investment objectives; and (d) receive from the person a manually
signed and dated copy of the written statement.  It is also required
that disclosure be made as to the risks of investing in penny stock
and the commissions payable to the broker-dealer, as well as current
price quotations and the remedies and rights available in cases of
fraud in penny stock transactions.  Statements, on a monthly basis,
must be sent to the investor listing recent prices for the penny stock
and information on the limited market.

     There has been only a limited public market for the common stock
of the Company.  Our common stock is currently traded on the Over the
Counter Bulletin Board.  As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities.  The regulations governing penny
stocks, as set forth above, sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary market.

     Potential shareholders of the Company should also be aware that,
according to SEC Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse.  Such
patterns include (i) control of the market for the security by one or
a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.

ITEM 2.  DESCRIPTION OF PROPERTY.

     At its offices in Westminster, Colorado, which the Company
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 total rental rate,
including operating costs, of $2,865.30 per month, rising to $2,932.97
in February 2005; and (b) a manufacturing facility of 4,500 square
feet with a total rental rate, including operating costs, of $3,668.00
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 Company is not a party to any
material pending legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been threatened.

     (a)  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.

     (b)  On October 25, 2004, a complaint was filed in the United
States District Court, District of Colorado: Mitchell Vince V. Isotec,
Inc. and World Am, Inc.  The complaint alleges that Isotec terminated
Mr. Vince without cause prior to the expiration of the term of an
alleged employment agreement.  The complaint seeks monetary damages of
$240,000.  The Company has retained counsel in the matter and
responsive pleadings have been filed. 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 Company's common stock trades on the Over the Counter
Bulletin Board under the symbol "WDAM"; prior to the reverse stock
split on January 21, 2005, the symbol was "WLDI".  The Company began
using this symbol on December 1, 2000 following a 30 for 1 reverse
split; prior to that, the Company 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, markdown or commission and may not necessarily
represent actual transactions.  All prices below are adjusted for the
reverse stock split.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2004

                                                 High      Low

Quarter Ended December 31, 2004                   0.35     0.11
Quarter Ended September 30, 2004                  0.46     0.21
Quarter Ended June 30, 2004                       1.10     0.46
Quarter Ended March 31, 2004                      1.23     0.31

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

                                                 High      Low

Quarter Ended December 31, 2003                  0.80      0.40
Quarter Ended September 30, 2003                 0.80      0.20
Quarter Ended June 30, 2003                      0.50      0.20
Quarter Ended March 31, 2003                     1.10      0.50

Holders of Common Equity.

     As of March 31, 2005, the Company had approximately 89
shareholders of record.  The number of registered shareholders
excludes any estimate by us of the number of beneficial owners of
common shares held in street name.

Dividend Information.

     The Company 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 Company 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 Company's earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

     Except as follows, all sales of unregistered (restricted)
securities during the fiscal year ended on December 31, 2004 have been
previously reported either in a Form 10-QSB or in a Form 8-K:

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

     (b)  Between August 18, 2004 and August 27, 2004, the Company
granted options covering a total of 730,350 (73,035,000 pre-split)
shares of common stock to certain company employees, including our
chief executive officer.  These options were granted under the
Company's Amended and Restated Employee Stock Incentive Plan.  These
options, which are exercisable into free trading shares of common
stock under that plan, are exercisable at 65% of the fair market value
of the Company's common stock on the date the stock option is granted.
All these options were exercised in 2004.

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

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

Results of Operations.

     Subsequent to the issuance of the Company's financial statements
management became aware that those financial statements did not
reflect certain account balances properly for the year ended December
31, 2003.  Properly accounting of these items in the revised financial
statements has the following effect.



<TABLE>
<CAPTION>
                                                              Year Ended
                                           Year Ended         December           Restated
                                           December           31, 2003           Increase
                                           31, 2003           (Restated)        (Decrease)
<S>                                        <C>                <C>                <C>
Revenues                                   $  654,726         $  654,726         $      --

Cost of revenues                              623,148            623,148                --

Gross profit                                   31,578             31,578                --

Operating expense                           1,989,475          1,295,680          (693,795)

Loss from operations                       (1,957,897)        (1,264,102)          693,795

Other income                                  600,911             28,741          (572,170)

Net loss                                  $(1,356,986)       $(1,235,361)      $  (121,625)

Basic and diluted loss per common share         (0.27)             (0.24)            (0.03)
</TABLE>


     For the year ended December 31, 2003, the change in the statement
of operations was primarily related to an accounting error whereby the
Company did not record the value of options granted which totalled
$336,705.  Additionally, the Company recorded the related exercise of
these options as other income totalling $572,170 and the related
issuance of common stock for the option exercise as an operating
expense totalling $1,030,500.  Accordingly, the net decrease in
operating expenses was the result of reversing the stock as issued for
services totalling $1,030,500 and recording the related value of the
option grants totalling $336,705.  The net change of $(121,625)
decreased the net loss from $1,356,986 ($0.27 per weighted average
common share outstanding) to $1,235,361 ($0.24 per weighted average
share outstanding).

(a)  Revenues.

     Revenues for the year ended December 31, 2004 were
$466,603 as compared to $654,726 in 2003.  The $188,123 decrease in
revenues, approximately 29%, is primarily attributed to a general
slowdown in the pace of order procurement by both the financial and
government sectors. The cost of revenues for the year ended December
31, 2004, was $475,710, or 102% of gross revenues, as compared with
$623,148, or 96% of gross revenues, for the year ended December
31,2003. The principal reason for the increase is that there are
certain cost that are inelastic such as shop overhead that caused the
relatively higher cost of revenues.  Despite increased quoting
activities, the rate at which orders were converted to sales after
they were received during 2004 was somewhat slower and the sales cycle
for the Company's products seemed to lengthen by several months; with
the absence of additional operational funding, the Company's ability
to continue as a going concern is still in doubt.

(b)  Operating Expenses.

     Operating expenses for the year ended December 31, 2004 were
$1,849,424 as compared to $1,295,680 for the prior year, an increase
of $553,744 or approximately 43%.  The operating expenses reflect the
impact of the use of restricted common and S-8 stock to compensate
needed services by various professionals and consultants in the
absence of equity funding; in addition the increase also includes
increased general and administrative expenses from the year ended
December 31, 2004, were $942,409 as compared to $549,607 this increase
of approximately 72% or $392,802 is attributed to increased costs for
payroll, employee benefits, general insurance and travel and
entertainment costs.

(c)  Other Income.

     As a result of the restated financial statement for the
fiscal year ended December 31, 2004, the Company realized other income
of $76 as compared with $28,741 for the fiscal year ended December 31,
2003, a decrease of approximately 378%. The resulting change in Other
Income is reflected in the table shown in Results of Operations, above.

     For the year ended December 31, 2003, the change in the statement
of operations was primarily related to an accounting error whereby the
Company did not record the value of options granted which totalled
$336,705.  Additionally, the Company recorded the related exercise of
these options as other income totalling $572,170 and the related
issuance of common stock for the option exercise as an operating
expense totalling $1,030,500.

(d)  Net Operating Loss.

     The net loss from operations for the year ended December 31,
2004, was $1,859,942 as compared to $1,235,361 during the
corresponding period of 2003, a decrease of $624,581 or approximately
51%.  Management has attempted to control expenses and to increase the
net results of operations, however, less than expected sales revenues
and continued dependence upon stock compensation to employees,
consultants and professionals have resulted in continued losses.

(e)  Net Operating Loss Carry forward.

     For the fiscal year ending December 31, 2004, the Company
had net operating loss carry forward of $8,954,082 as compared with
$7,094,140 for the previous fiscal year.  Realization of deferred tax
assets is dependent upon future earnings, if any, the timing and
amount of which are uncertain.  Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance.  The increase
in net operating loss carry forward is the result of the parent
company's operating loss experienced in fiscal 2004.

     As of December 31, 2004, the Company has available net operating
loss carryforwards that will expire in various periods through 2024.
Such losses may not be fully deductible due to the significant amounts
of non-cash service costs and the change in ownership rules under
Section 382 of the Internal Revenue Code.  The Company has established
a valuation allowance for the full tax benefit of the operating loss
carryovers due to the uncertainty regarding realization.

Factors That May Affect Operating Results.

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

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

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

     - gain or loss of clients or strategic relationships;

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

     - the ability to build brand recognition;

     - timing of sales to customers;

     - price competition;

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

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

     - changes in governmental regulation; and

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

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

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

(a)  Competition.

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

     Some of our competitors have:

     - longer operating histories;

     - larger customer bases;

     - greater name recognition and longer relationships with clients;
       and

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

     Competitors may develop or offer services that provide
significant (technological, creative, performance, price) or other
advantages over the products offered by the Company .  If the company
fails to gain market share or lose existing market share, 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 Company may not have the financial
resources, technical expertise or marketing, distribution or support
capabilities to compete successfully.

(b)  Technological and Market Changes.

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

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

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

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

(d)  Protection of Proprietary Rights.

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

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

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

(e)  Economic Conditions.

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

(f)  Key Personnel.

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

     The Company 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 Company's business. As a result, the Company may experience
increased compensation costs that may not be offset through either
improved productivity or higher revenue.  There can be no assurances
that the company will be successful in retaining existing personnel or
in attracting and recruiting experienced qualified personnel.

Operating Activities.

     The net cash used in operating activities was $682,608 for the
year ended December 31, 2004 compared to $344,064 for the year ended
December 31, 2003, an increase of $338,544.  This increase is
attributed to many changes from year to year, including prepaid
service related to the issuance of common stock.

Liquidity and Capital Resources.

     As of December 31, 2004, the Company had total current assets of
$97,707 and total current liabilities of $700,661, resulting in a
working capital deficit of $602,954; as of that date, the Company had
cash of $37,995.  During the years ended December 31, 2004 and 2003,
the Company incurred losses of $1,859,942 and $1,235,361,
respectively, and the Company has an accumulated deficit of $8,954,082
as of December 31, 2004.  These factors raise substantial doubt as to
the Company's ability to continue as a going concern.

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

     Our current cash flow from operations will not be sufficient to
maintain our capital requirements for the next twelve months.
Accordingly, we will need to continue raising capital through either
debt or equity instruments.  We believe we will need to raise at least
$2,000,000 within the next twelve months so we may continue executing
our business plans.  Whereas the Company has in the past in raised
capital, no assurance can be given that these sources of financing
will continue to be available to us and/or that demand for our
equity/debt instruments will be sufficient to meet its capital needs,
or that financing will be available on terms favorable to the Company.
The financial statements do not include any adjustments relating to
the recoverability and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

     If funding is insufficient at any time in the future, we may not
be able to take advantage of business opportunities or respond to
competitive pressures, or may be required to reduce the scope of our
planned product development and marketing efforts, any of which could
have a negative impact on its business and operating results. In
addition, insufficient funding may have a material adverse effect on
our financial condition, which could require us 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 we raise additional capital through the sale
of equity or convertible debt securities, the issuance of such
securities may 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 our operations. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to existing shareholders.

Inflation.

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

Other.

     The Company 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 Company'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 Company uses in applying these
most critical accounting policies have a significant impact on the
results the company reports in its financial statements.

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

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

(b)  Stock-Based Compensation Arrangements.

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

(c)  Revenue Recognition.

     Sales 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.

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

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

ITEM 7.  FINANCIAL STATEMENTS.

     Consolidated financial statements as of and for the year ended
December 31, 2004, and for the year ended December 31, 2003 (restated)
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.

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

     As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with
the participation of our principal (chief) executive officer and
principal financial officer, of our disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).
Based upon the evaluation, our principal (chief) executive officer and
principal financial officer concluded that our disclosure controls and
procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms.

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

Changes in Disclosure Controls and Procedures.

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

ITEM 8B.  OTHER INFORMATION.

Subsequent Events.

     During January 2005, the Company issued 668,934 shares of common stock
for services totalling $96,878.

     During January 2005, the Company granted options to purchase 269,650
shares of the Company's common stock pursuant to the Amended and
Restated Employee Stock Incentive Plan.  The options were immediately
exercised.

     During February 2005, the Company issued 816,965 shares of common
stock for services totalling $134,405.

     During March 2005, the Company issued 89,479 shares of common stock
for services totalling $14,467.

     During April 2005, the Company received the preferred shares as
discussed Part I, Item 5.

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 and
executive officers of the Company are set forth below.  The directors
named below will serve until the next annual meeting of our
stockholders or until their successors are duly elected and have
qualified.  Directors are elected for a term until the next annual
stockholders' meeting.  Officers will hold their positions at the will
of the board of directors, absent any employment agreement, of which
none currently exist or are contemplated.

     There are no family relationships between any two or more of our
directors or executive officers. There are no arrangements or
understandings between any two or more of our directors or executive
officers. There is no arrangement or understanding between any of our
directors or executive officers and any other person pursuant to which
any director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as to
whether non-management shareholders will exercise their voting rights
to continue to elect the current board of directors. There are also no
arrangements, agreements or understandings between non-management
shareholders that may directly or indirectly participate in or
influence the management of our affairs.  There are no other promoters
or control persons of the Company.  There are no legal proceedings
involving the executive officers or directors of the Company.

     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.  On February 3, 2005, Al Youngs resigned as a
director of the Company in order to take a consulting position.

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

     Mr. Alexander, age 67, 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 61, 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.

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

     Section 16(a) of the Exchange Act requires the Company's
directors, certain officers and persons holding 10% or more of the
Company's common stock to file reports regarding their ownership and
regarding their acquisitions and dispositions of the Company's common
stock with the SEC.  Such persons are required by SEC regulations to
furnish the Company 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 Company under Rule 16a-3(d) during fiscal
2003 with respect to fiscal 2003, and certain written representations
from executive officers and directors, the Company is aware the
following reports were not timely filed: (a) a Form 4's for Mr.
Alexander to cover a number of dispositions throughout the year and
acquisitions of a number of restricted shares and options, including
their exercise, during the year (a Form 5, which is also late, is
being prepared for filing which will include some of the dispositions
not already reported, as well as all the acquisitions); (b) Form 4's
for Mr. Kollars to cover the acquisition on August 17, 2004 of
1,430,000 shares of common stock and their subsequent disposition (a
Form 5, which is also late, is being prepared for filing); (c) Form
4's for Mr. Youngs to cover the acquisition on August 17, 2004 of
3,100,000 shares of common stock and their subsequent disposition (a
Form 5, which is also late, is being prepared for filing to cover
their disposition); and (d) Form 4's for Mr. Ferneau to cover options
granted to purchase a total of 52,100 (5,210,000 pre-split) shares of
common stock, and the exercise of the options and sale of the
underlying stock (a Form 5, which is also late, is being prepared for
filing).  The Company is unaware that any other required reports were
not timely filed.

Committees of the Board of Directors.

     The Company's compensation committee consists of Mr. Kollars.
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).

     The Company presently does not have a nominating committee, an
executive committee of our board of directors, stock plan committee or
any other committees, except for a Compensation Committee and an Audit
Committee (see Item 14).

Code of Ethics.

     The Company 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.  See Exhibit 14.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table sets forth certain information relating to
the compensation paid by the Company during the last three fiscal
years to the Company's president.  No other executive officer of the
Company received total salary and bonus in excess of $100,000 during
the fiscal year ended December 31, 2004 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(1) payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
  (a)           (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>
James H.       2004     $85,250    -       -              $131,793    308,500          -         -
Alexander,     2003     $59,600    -       -                  -       200,000          -         -
President      2002     $32,500    -       -              $375,000     36,000          -         -

Paul M.
Labarile
secretary (1)  2002     $32,500    -       -                 -              -          -         -
</TABLE>


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

(2)  Amounts are post split.  Of the 308,500 (30,850,000 pre-split)
shares underlying the options granted in 2004, 136,000
(13,600,000 per-split) were in the name of Karen Alexander, an
employee of the company and wife of Mr. Alexander.  Of the
200,000 (20,000,000 pre-split) shares underlying the options
granted in 2003, 100,000 (10,000,000 pre-split) were in the name
of Ms. Alexander.

Individual Option/SAR Grants in Fiscal Year Ended December 31, 2004.



<TABLE>
<CAPTION>
<S>                      <C>                 <C>                      <C>                  <C>
Name                     Number of           Percent of total         Exercise or          Expiration date
(a)                      securities           options/SARs            base price                (e)
                         underlying            granted to               ($/Sh)
                         options/SARs         employees in                (d)
                         granted (#)          fiscal year (1)
                             (b)(1)               (c)

James H. Alexander,        172,500               23.62%               65% of the            September 2014
President               17,250,000                                    closing
                        (pre-split)                                   price on the
                                                                        date of
                                                                        exercise

Karen Alexander            136,000               18.63%               65% of the           September 2014
                        13,600,000                                    closing
                        (pre-split)                                   price on the
                                                                      date of exercise
</TABLE>


(1)  Based on a total granted during the year of 730,350 (73,035,000
pre-split) under the Company's Amended and Restated Employee Stock
Incentive Plan (Amendment No. 2).

Aggregated Option/SAR Exercises In Fiscal Year December 31, 2004 and
Fiscal Year-End Option/SAR Values.



<TABLE>
<CAPTION>
Name                        Shares acquired on      Value realized       Number of             Value of
(a)                            exercise (#)              ($)             securities            unexercised
                                   (b)                   (c)             underlying            in-the-money
                                                                         unexercised           options/SARs
                                                                         options/SARs          at FY-end
                                                                         at FY-end (#)             ($)
                                                                         Exercisable/          Exercisable/
                                                                         Unexercisable        Unexercisable
                                                                              (d)                  (e)
<S>                              <C>                   <C>                 <C>                  <C>
James H. Alexander,             172,500              $14,912 (1)            -                    -
President                    17,250,000
                             (pre-split)

Karen Alexander                 136,000              $13,530 (3)            -                    -
                             13,600,000
                             (pre-split)
</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 in a cashless exercise and the underlying
securities immediately sold.

(2)  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 in a cashless exercise and the underlying
securities immediately sold.

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 Company further
amended this employment agreement.  See description of this agreement
under "Certain Relationships and Related Transactions".

Other Compensation.

     (a)  Directors of the Company 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
Company in the event of retirement at normal retirement date as there
was no existing plan as of December 31, 2004 provided for or
contributed to by the Company.

     (c)  The Company has adopted various compensation plans for its
directors, employees and consultants.  The Company 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, 2005 (10,165,891 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 of            Amount of      Percent of
                    Beneficial Owner             Beneficial       Class
                                                    Owner

Common Stock      James H. Alexander             274,873 (1)      2.70%
                  1400 West 122nd Avenue
                  Suite 104
                  Westminster, Colorado 80234

Common Stock      Willis J. Kollars               14,300          0.14%
                  1400 West 122nd Avenue
                  Suite 104
                  Westminster, Colorado 80234

Common Stock      Shares of all directors and    289,173         2.84%
                  executive officers
                  as a group (2 persons)

(1)  This figure includes the combined holdings of James Alexander and
his wife, Karen Alexander.

Securities Authorized for Issuance under Equity Compensation Plans.

     The Company has adopted four equity compensation plans (none of
which has been approved by the Company's shareholders) as of December
31, 2004:

(a)  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.
All 55,000,000 shares of common stock authorized under this plan have
been registered Form S-8 filed with the SEC during December 2002.
There were no options granted under the plan during the year ended
December 31, 2004.  As of December 31, 2004, there were 1,800,000 pre-
split shares remaining to be issued

(b)  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.  All
80,000,000 shares of common stock authorized under this plan have been
registered under a Form S-8 filed with the SEC during September 2002.
As of December 31, 2003, all shares registered under this plan had
been issued.

(c)  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.  All 65,000,000 shares of common
stock authorized under this plan have been registered under a Form S-8
filed with the SEC during October 2003.  The options are exercisable
at 65% of the fair market value of the Company's common stock on the
date the stock option is granted.  All options granted under the plan
were immediately exercised during the year ended December 31, 2003 and
there were no shares remaining to be issued as of that date.

(d)  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.  All 75,000,000 shares of common
stock authorized under this plan have been registered under a Form S-8
filed with the SEC during August 2003.  There were no options granted
under the plan during the year ended December 31, 2004.  As of
December 31, 2004, there were 13,000,000 shares of common stock
remaining to be issued.

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

     On January 5, 2001, the Company adopted the Non-Employee
Directors and Consultants Retainer Stock Plan (the Company adopted
Amendment No. 5 to this plan on December 1, 2004).  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.  As of
December 31, 2004, all 289,000,000 shares of common stock authorized
under this plan have been registered as a result of Form S-8's filed
with the SEC (the most recent being in December 2004).  As of December
31, 2004, 124,549,857 shares of common stock remain to be issued.

(f)  Employee Stock Incentive Plan.

     On January 22, 2001, the Company adopted an Employee Stock
Incentive Plan (the Company adopted Amendment No. 2 to this plan on
July 15, 2004).  This plan is intended to allow directors, officers,
employees, and certain 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 to make
significant and extraordinary contributions to the long-term
performance and growth of the company, and to attract and retain
employees.  All 110,000,000 shares of common stock authorized under
this plan have been registered as a result of Form S-8's filed with
the SEC (the most recent being in August 2004).  The options are
exercisable at 65% of the fair market value of the Company's common
stock on the date the stock option is granted.  As of December 31,
2004, there were 2,696,500 shares remaining to be issued.



<TABLE>
<CAPTION>
                                    Equity Compensation Plan Information
                                            December 31, 2004
                                                                                 Number of
                                                                                 securities
                                                                                 remaining
                                 Number of                                   available for future
                              securities to be                                  issuance under
                                 issued up               Weighted-average           equity
                               exercise of             exercise price of         compensation
                               outstanding               outstanding            plan (excluding
                             options, warrants         options, warrants      securities reflected
                               and rights                 and rights             in column (a)
Plan category                     (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                     2002 Stock Compensation
                                                                              Plan: 1,800,000; 2002
                                                                              Consultants Stock Plan: 0
                                                                              2003 Stock Option Plan: 0;
                                                                              2003 Consultants Stock Plan:
                                                                              13,000,000; Directors and
                                                                              Consultants Stock Plan:
                                                                              124,549,857; Employee Stock
                                                                              Plan: 2,969,500

Total                           0                       0                     2002 Stock Compensation Plan:
                                                                              1,800,000; 2002
                                                                              Consultants Stock
                                                                              Plan: 0; 2003 Stock
                                                                              Option Plan: 0; 2003
                                                                              Consultants Stock
                                                                              Plan: 13,000,000;
                                                                              Directors and
                                                                              Consultants Stock
                                                                              Plan: 124,549,857;
                                                                              Employee Stock Plan:
                                                                              2,969,500
</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 Company 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 Company 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 Company 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 Company
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 Company'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 Company 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 Company.  Finally, Mr.
Alexander is entitled to receive 15% of the Company's net profits.
Mr. Alexander received the 150,000 (15,000,000 pre-split) shares
specified in the agreement in 2002.

     On January 20, 2004, the Company 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 is to be paid a total of
24,000,000 shares of the common stock of the Company pursuant to the
terms of an Employee Stock Purchase Plan (ESSP) to be adopted by the
Company 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 June 2003, the Company issued 12,000 (1,200,000 pre-
split) 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 Company.

     (c)  In July 2003, the Company issued 24,000 (2,400,000 pre-
split) free trading shares of common stock registered under Form S-8
to Mr. Ferneau as compensation for serving as a director of the Company.

     (d)  In September 2003, the Company granted to Mr. Alexander an
option to purchase 100,000 (10,000,000 pre-split) 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.

     (e)  In September 2003, the Company granted to Karen Alexander,
an employee of the company and wife of Mr. Alexander, an option to
purchase 100,000 (10,000,000 pre-split) 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.

     (f)  In February 2004, Mr. Alexander received a total of 292,873
(29,287,333 pre-split) restricted shares of common stock in payment for
accrued salaries owed by the Company.  These shares were valued at $131,793.

     (g)  In August 2004, Thomas Ferneau, the Company's former Chief
Financial Officer, was issued 1,000 (100,000 pre-split) shares of
restricted common stock as payment for expenses.  These shares were
valued at $270.

     (h)  In August 2004, Al Youngs, a former director of the Company,
was issued 31,000 (3,100,000 pre-split) shares of restricted common
stock as payment for services rendered to the Company.  These shares
were valued at $8,370.

     (i)  In August 2004, Willis Kollars, a current director of the
Company, was issued 14,300 (1,430,000 pre-split) shares of restricted
common stock as payment for services rendered to the Company.  These
shares were valued at $3,861.

     (j)  In September, October, and December 2004, the Company
granted to Mr. Alexander options to purchase a total of 172,500
(17,250,000 pre-split) shares of the company's common stock under the
Company's Amended and Restated Employee Stock Incentive Plan
(Amendment No. 2).  These options were immediately exercised at 65% of
the closing price on the date of exercise.

     (k)  In September and October 2004, the Company granted to Ms.
Alexander options to purchase a total of 136,000 (13,600,000 pre-
split) shares of the Company's common stock under the Company's
Amended and Restated Employee Stock Incentive Plan (Amendment No. 2).
These options were immediately exercised at 65% of the closing price
on the date of exercise.

     (l) In August, September, and October 2004, the Company granted to
Tom Ferneau (the former chief financial officer) options to purchase a
total of 52,100 (5,210,000 pre-split) shares of the company's common
stock under the Company's Amended and Restated Employee Stock Incentive
Plan (Amendment No. 2).  These options were immediately exercised 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 Company, on the basis of what is in the
best interests of the Company 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 our officers and directors 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 Company and such officers and directors.  The
Company will attempt to resolve such conflicts of interest in our favor.

ITEM 13.  EXHIBITS.

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

     The aggregate fees billed for each of the last two fiscal years
for professional services rendered by Michael Johnson & Co., LLC and
L.L. Bradford & Company, LLC (collectively, "Accountants") for the
audit of the Company's annual financial statements, and review of
financial statements included in the company's Form 10-QSB's: 2004:
$12,702; and 2003: $10,000.

Audit-Related Fees.

     The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the Accountants that are
reasonably related to the performance of the audit or review of the
Company'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 the Accountants 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 the Accountants, other than the
services reported above: $0.

Audit Committee.

     The Company's audit committee consists of Willis J. Kollars, who
is an independent director.  The audit committee has not adopted a
written charter.  The Company'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 primary responsibility of the Audit Committee is to oversee
our financial reporting process on behalf of the Company's board of
directors and report the result of their activities to the board.
Such responsibilities include, are not limited to, the selection, and
if necessary the replacement, of the Company's independent auditors,
review and discuss with such independent auditors (i) the overall
scope and plans for the audit, (ii) the adequacy and effectiveness of
the accounting and financial controls, including the Company's system
to monitor and manage business risks, and legal and ethical programs,
and (iii) the results of the annual audit, including the financial
statements to be included in our annual report on Form 10-KSB.

     The Company's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors.  These
services may include audit services, audit-related services, tax
services and other services.  Pre-approval is generally provided for
up to one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific
budget.  The independent auditors and management are required to
periodically report to the audit committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date.  The
audit committee may also pre-approve particular services on a case-by-
case basis.

                                SIGNATURES

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

                                       World Am, Inc.


Dated: April 20, 2005                  By: /s/ James H. Alexander
                                       James H. 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 dates indicated:

Signature                    Title                             Date

/s/ James H. Alexander      President/Chief Executive       April 20, 2005
James H. Alexander          Officer/Director

/s/ Willis J. Kollars       Secretary/Director              April 20, 2005
Willis J. Kollars

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
World Am, Inc. (formerly World Am Communications, Inc.)
Westminster, Colorado

We have audited the accompanying consolidated balance sheet of World
Am, Inc. (formerly World Am Communications, Inc.) as of December 31,
2004, and the related consolidated statements of operations,
stockholders' deficit, and cash flows for the year ended December 31,
2004 and 2003 (restated).  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (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.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal
control over financial reporting.  Accordingly, we express no such
opinion. 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 audit
provides 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, Inc. as of December 31, 2004, and the results of its
activities and cash flows for the years ended December 31, 2004 and
2003 (restated) in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 1 to the consolidated financial statements, the
Company has suffered losses from operations and current liabilities
exceed current assets, all of which raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regards
to these matters are also described in Note 1.  The consolidated
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


/s/  L.L. Bradford & Company, LLC
March 21, 2005
(except for Note 14, as to which the date is April 6, 2005)
Las Vegas, Nevada


                               WORLD-AM, INC.
                (formerly World Am Communications, Inc.)
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004

                                     ASSETS

Current assets
Cash                                                              $   37,995
Accounts receivable, net                                              30,589
Inventory                                                             29,123

Total current assets                                                  97,707

Fixed assets, net                                                     19,912

Other assets                                                             650

Total assets                                                         118,269

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                             115,167
Due to stockholders                                                  293,905
Payroll taxes payable                                                264,600
Line of credit                                                         4,850
Notes payable                                                         11,000
Capital lease obligation                                              11,139

Total current liabilities                                            700,661

Total liabilities                                                    700,661

Commitments and contingencies                                             --

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

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

Common stock; $0.0001 par value;
1,500,000,000 shares authorized
8,321,053 shares issued and outstanding                                  832

Additional paid-in capital                                         8,590,858

Receivable related to issuance of common stock                      (220,000)

Accumulated deficit                                               (8,954,082)

Total stockholders' deficit                                         (582,392)

Total liabilities and stockholders' deficit                          118,269

                    See accompanying notes to financial statements


                                    WORLD-AM, INC.
                       (formerly World Am Communications, Inc.)
                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                For the Year Ended December 31,
                                                    2004              2003
                                                                   (Restated)

Revenues                                           $   466,603      $  654,726

Cost of revenues                                       475,710         623,148

Gross profit (loss)                                     (9,107)         31,578

Operating expenses
General and administrative                             719,215         576,046
Professional and consulting                            942,409         549,607
Salaries and wages                                     187,800         164,277
Bad debt                                                    --           5,750
Total operating expenses                             1,849,424       1,295,680

Loss from operations                                (1,858,531)     (1,264,102)

Other income (expense)
Other income                                                76          28,741
Interest expense                                        (1,487)             --

Total other income (expense)                            (1,411)         28,741

Net loss                                            (1,859,942)     (1,235,361)

Basic and diluted loss per common share                  (0.32)          (0.24)

Basic and diluted weighted average common
shares outstanding                                   5,778,989       5,046,960

                   See accompanying notes to financial statements


                                   WORLD-AM, INC.
                     (formerly World Am Communications, Inc.)
                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT



<TABLE>
<CAPTION>
                                                                                   Receivables
                                                        Additional     Prepaid      Related to                        Total
                                 Common Stock            Paid-In      Consulting    Issuance of     Accumulated    Stockholders'
                             Shares          Amount      Capital      Services      Common Stock       Deficit         Defici
                             <C>             <C>         <C>             <C>                <C>
Balance,
December 31, 2002            6,797,359      $     680   $ 5,623,975   $       --    $        --     $(5,858,779)   $   (234,124)

Common stock issued
for services                 1,055,100            106       518,803           --             --             --         518,909
for prepaid services,
$0.0049 per share

Options granted to
employees for services              --             --       137,048           --             --             --         137,048

Exercise of employee
stock options                  650,000             65       254,454           --             --             --         254,519

Options granted to
consultants for services            --             --       199,657           --             --             --         199,657

Exercise of consultant
stock options                1,152,000            115       437,536           --       (120,000)            --         317,651

Cancellation of common
stock previously
issued for services         (5,000,000)          (500)      (49,500)          --             --             --         (50,000)

Net loss                            --             --            --           --             --      (1,235,361)    (1,235,361)

Balance,
December 31, 2003
(RESTATED)                   4,654,459            466     7,121,973           --       (120,000)     (7,094,140)       (91,701)

Exercise of employee stock
options                        730,350             73        94,906           --             --              --         94,979

Common stock issued for
prepaid services               418,500             42       265,508     (265,550)            --              --             --

Common stock issued for
salary                         292,873             29       131,764           --             --              --        131,793

Common stock issued to
directors for services          76,370              7        20,613           --             --              --         20,620

Common stock issued for
services                     1,948,501            195       675,548           --             --              --        675,743

Common stock issued for
receivable                     200,000             20       219,980           --       (220,000)             --             --

Options granted to
employees for services              --             --        60,566           --             --              --         60,566

Cash received for receivable
related to 2003
exercise of consulting
stock options                       --             --            --           --         120,000             --        120,000

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

Net loss                            --             --            --           --              --     (1,859,942)    (1,859,942)

Balance, December 31, 2004   8,321,053            832     8,590,858           --        (220,000)    (8,954,082)      (582,392)
</TABLE>



                    See accompanying notes to financial statements


                                 WORLD-AM, INC.
                     (formerly World Am Communications, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               For the Year Ended December 31,
                                                   2004               2003
                                                                    (Restated)

Cash flows from operating activities:
Net loss                                           $ (1,859,942)   $(1,235,361)

Adjustments to reconcile net loss to net
 cash used in operating activities:
Depreciation                                              1,941          2,458
Bad debt                                                     --          5,750
Stock based compensation                                888,722        855,614
Amortization of prepaid service related to
issuance of common stock                                265,550             --
Disposal of assets                                           --          3,763

Changes in operating assets and
liabilities:

Change in accounts receivable, net                       36,539        (60,113)
Change in inventory                                      (3,002)       (19,520)
Change in other assets                                    3,114         (7,202)
Change in accounts payable and accrued liabilities      (75,392)       107,615
Change in taxes payable                                  59,862             --
Net cash used in operating activities                  (682,608)      (346,996)

Cash flows from investing activities:
Purchase of fixed assets                                 (2,394)            --
Net cash used in investing activities                    (2,394)            --

Cash flows from financing activities:
Change in due to related parties                        293,905             --
Proceeds from exercise of employee options               94,979        254,519
Proceeds from exercise of consulting options                 --        317,651
Proceeds (payments) from line of credit                    (505)        (1,311)
Proceeds from note payable                                   --             --
Proceeds related to stock options exercised in
2003 recorded as receivable related to
the issuance of common stock                            120,000             --

Principal payments on note payable                      (12,000)       (20,205)
Assumption of capital lease obligation                       --             --
Principal payments on capital lease obligations          (2,451)            --
Net cash provided by financing activities               493,928        550,654

Net change in cash                                     (191,074)       203,658

Cash, beginning of period                               229,069         25,411

Cash, end of period                                      37,995        229,069

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

Cash paid for interest                                      336             --

Schedule of non-cash operating, investing and financing
 activities:
Issuance of 250,000 shares of common
stock in relation to
consulting stock options exercised
in 2003 recorded as
receivable related to the issuance
of common stock                                              --       120,000

Note payable assumed in relation to
dismissal of action                                          --        30,000

Assumption of capital lease obligation                   13,590            --

Issuance of 418,500 shares of common
stock for prepaid                                       265,550            --
services

Issuance of 200,000 shares of common
stock for receivable                                    220,000            --

                   See accompanying notes to financial statements


                               WORLD AM, INC.
                (formerly World Am Communications, Inc.)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES

Description of Business - World Am, Inc. (formerly World Am
Communications, Inc.) ("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 and then to World Am, Inc. on August 2, 2004.  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.

History - 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. accounted for using the purchase method of accounting.
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 Company 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.

Going Concern - The Company incurred a net loss of approximately
$1,860,000 and $1,235,000 (restated) for the years ended December 31,
2004 and 2003.  The Company's current liabilities exceed its current
assets by approximately $603,000.  The accumulated deficit was
approximately $8,954,000 as of December 31, 2004.  These factors
create substantial doubt about the Company's ability to continue as a
going concern. The Company's management has plans to promote its
services, gain clients and expand its relationships with current
clients.  The Company will also seek additional sources of capital
through the issuance of debt and equity financing, but there can be no
assurance that the Company will be successful in accomplishing its
objectives.

The ability of the Company to continue as a going concern is dependent
on additional sources of capital and the success of the Company's
plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

Amended Articles of Incorporation - 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.
A Certificate of Amendment to Articles of Incorporation, dated
December 1, 2004, increased the authorized limit of common stock to
1,500,000,000 shares.

Stock Splits - In January 2000, the Company had a four-to-one reverse
split of common shares authorized and outstanding.  In October 2000,
the Company had a thirty-to-one reverse split of common shares
authorized and outstanding.  In January 2005, the Company had a 100-
to-one reverse split of common shares authorized and outstanding.  All
share and per share amounts in the accompanying financial statements
of the Company and notes thereto, have been retroactively adjusted to
give effect to the stock splits.

Principals of Consolidation - The accompanying consolidated financial
statements include the accounts of the Company, Isotec, Inc., and
Technology Development International, Inc. ("TDI").  TDI is a dormant
entity with no assets, liabilities, or operations as of December 31,
2004 and for the years ended December 31, 2004 and 2003.    All
significant intercompany transactions have been eliminated in consolidation.

Concentration - The Company is dependent upon the federal government
and six dealers for all of its business.

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

Reclassification - The financial statements from 2003 reflect certain
reclassifications, which have no effect on net income, to conform to
classifications in the current year.

Inventory - Inventory is stated at the lower of cost or market.  Cost
is principally determined by using the average cost method.  Inventory
consists of raw materials as well as finished goods held for sale.
The Company's management monitors the inventory for excess and
obsolete items and makes necessary valuation adjustments when required.

Fixed Assets - Fixed assets are stated at cost less accumulated
depreciation.  Depreciation is provided principally on the straight-
line method over the estimated useful lives of the assets that is
primarily 3 years.  The cost of repairs and maintenance is charged to
expense as incurred.  Expenditures for property betterments and
renewals are capitalized.  Upon sale or other disposition of a
depreciable asset, cost and accumulated depreciation are removed from
the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances
have occurred that may warrant revision of the estimated useful life
of fixed assets or whether the remaining balance of fixed assets
should be evaluated for possible impairment.  The Company uses an
estimate of the related undiscounted cash flows over the remaining
life of the fixed assets in measuring their recoverability.

Research and Development Costs - Research and development expenditures
are charged to expenses as incurred.  Research and development costs
expensed for the years ended December 31, 2004 and 2003 approximated
$2,500 and $22,500, respectively.

Advertising and Marketing Costs - The Company recognizes advertising
and marketing costs in accordance with Statement of Position 93-7
"Reporting on Advertising Costs."  Accordingly, the Company expenses
the costs of producing advertisements at the time production occurs,
and expenses the costs of communication advertising in the period in
which the advertising space or airtime is used.  Advertising costs are
charged to expense as incurred.  Advertising expenses was $1,821 and
$1,526 for the years ended December 31, 2004 and 2003, respectively.

Fair Value of Financial Instruments - The carrying values of the
Company's financial instruments approximate their fair value due to
their short-term nature.

Income Taxes - The Company accounts for its income taxes in accordance
with Statement of Financial Accounting Standards No. 109, which
requires recognition of deferred tax assets and liabilities for future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

As of December 31, 2004, the Company has available net operating loss
carryforwards that will expire in various periods through 2024. Such
losses may not be fully deductible due to the significant amounts of
non-cash service costs and the change in ownership rules under Section
382 of the Internal Revenue Code. The Company has established a
valuation allowance for the full tax benefit of the operating loss
carryovers due to the uncertainty regarding realization.

Comprehensive Loss - The Company has no components of other
comprehensive loss.  Accordingly, net loss equals comprehensive loss
for all periods.

Segment Information - The Company discloses segment information in
accordance with Statement of Financial Accounting Standards ("SFAS")
No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which uses the management approach to determine
reportable segments.  The Company operates under one segment.

Stock-Based Compensation - The Company applies Accounting Principles
Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees, and Related Interpretations", in accounting for stock
options issued to employees.  Under APB Opinion No. 25, employee
compensation cost is recognized when estimated fair value of the
underlying stock on date of the grant exceeds exercise price of the
stock option.  For stock options and warrants issued to non-employees,
the Company applies SFAS No. 123, "Accounting for Stock-Based
Compensation".  SFAS No 123 requires the recognition of compensation
cost using a fair value based method whereby compensation cost is
measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting
period.  The Company uses the Black-Scholes pricing model to calculate
the fair value of options and warrants issued to non-employees.  Stock
issued for compensation is valued using the market price of the stock
on the date of the related agreement.

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

Net Loss Per Common Share - The Company computes net loss per share in
accordance with SFAS No. 128, "Earnings per Share" and SEC Staff
Accounting Bulletin ("SAB") No. 98.  Under the provisions of SFAS No.
128 and SAB No. 98, basic net loss per share is computed by dividing
the net loss available to common stockholders for the period by the
weighted average number of shares of common stock outstanding during
the period.  The calculation of diluted net loss per share gives
effect to common stock equivalents, however, potential common shares
are excluded if their effect is antidilutive.  For the years ended
December 31, 2004 and 2003 and for the period from December 20, 2002
(inception) through December 31, 2004, no shares were excluded from
the computation of diluted earnings per share because their effect
would be antidilutive.  Net loss per share for the years ended
December 31, 2004 and 2003 reflect the 100-to-1 reverse stock split
that occurred during January 2005.

New Accounting Pronouncements - During December 2003, the Financial
Accounting Standards Board ("FASB") issued Interpretation No. 46(R),
"Consolidation of Variable Interest Entities."  Interpretation No.
46(R) clarified the application of existing accounting pronouncements
to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties.
Effective March 31, 2004, we adopted Interpretation No. 46(R).  The
implementation of Interpretation No. 46(R) did not have a material
effect on the Company's financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 149 amends SFAS No. 133 for decisions made (1) as part of the
Derivatives Implementation Group process that effectively required
amendments to SFAS No. 133, (2) in connection with other board
projects dealing with financial instruments, and (3) in connection
with implementation issues raised in relation to the application of
the definition of a derivative. The Statement clarifies under what
circumstances a contract with an initial net investment meets the
characteristics of a derivative discussed in paragraph 6(b) of SFAS
No. 133, clarifies when a derivative contains a financing component,
amends the definition of underlying to conform it to language used in
FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others," and amends certain other existing
pronouncements.  Those changes will result in more consistent
reporting of contracts as either derivatives or hybrid instruments.
This statement is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after
June 30, 2003.  The implementation of SFAS No. 149 did not have a
material effect on the Company's 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 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity.  In addition, the
statement requires an issuer to classify certain instruments with
specific characteristics described in it as liabilities. This
statement 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.
The implementation of SFAS No. 150 did not have a material effect on
the Company's financial statements.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, An
Amendment of ARB No. 43, Chapter 4."  SFAS No. 151 amends the guidance
in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, handling
costs and wasted material (spoilage).  Among other provisions, the new
rule requires that such items be recognized as current-period charges,
regardless of whether they meet the criterion of "so abnormal" as
stated in ARB No. 43.  SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. The Company does not expect that
adoption of SFAS No. 151 will have a material effect on its
consolidated financial position, consolidated results of operations,
or liquidity.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets, An Amendment of APB No. 29, Accounting for
Nonmonetary Transactions."  SFAS No. 153 requires exchanges of
productive assets to be accounted for at fair value, rather than at
carryover basis, unless (1) neither the asset received nor the asset
surrendered has a fair value that is determinable within reasonable
limits or (2) the transactions lack commercial substance.  SFAS No.
153 is effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. The Company does not expect the
adoption of this standard to have a material effect on its financial
position, results of operations or cash flows.

In December 2004, the FASB issued SFAS No. 123R, which is a revision
of SFAS No. 123, Accounting for Stock-Based Compensation.  This
Statement supersedes APB Opinion No. 25, "Accounting for Stock Issued
to Employees," and its related implementation guidance.  This
Statement establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or
services.  It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the
fair value of the entity's equity instruments or that may be settled
by the issuance of those equity instruments.  This Statement focuses
primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions.  This Statement
requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions).  That
cost will be recognized over the period during which an employee is
required to provide service in exchange for the award - the requisite
service period (usually the vesting period).  The Company files as a
small business issuer and must meet the requirements of this Statement
for accounting periods after December 15, 2005. The Company is
evaluating SFAS No. 123R and believes it may have a material effect on
the Company's financial statements.

NOTE 2 - INVENTORY

Inventory totaling $29,123 consists of finished goods.

NOTE 3 - FIXED ASSETS

Fixed assets consist of the following as of December 31, 2004:

Furniture and equipment                       $   29,528
Less: accumulated depreciation                     9,616

                                              $   19,912

NOTE 4 - DUE TO STOCKHOLDERS

Due to stockholder totaling $293,905 as of December 31, 2004 consist of
unreimbursed expenses and accrued wages to various stockholders and
employees, including $220,285 that is owed to the Company's President
and Chief Executive Officer for accrued salary.

NOTE 5 - PAYROLL TAXES PAYABLE

As of December 31, 2004, payroll taxes payable consists of late
payroll taxes for both payroll and stock option activity totalling
$264,600.

NOTE 6 - LINE OF CREDIT

The Company has a line of credit through a credit card company with a
credit line up to $8,260 with an annual variable rate (currently
24.91%).  As of December 31, 2004, the balance on the line of credit
totalled $4,850.

NOTE 7 - NOTES PAYABLE

During December 2002, an entity filed a complaint against the Company
alleging defaults of contractual obligations and non-payment of debt
in connection with services alleged to have been performed by the
entity.  In June 2003, a settlement was reached whereby the Company
entered into a promissory note agreement totalling $30,000 with the
entity.  The note is unsecured, bears no interest (1.25% interest in
the event of default), is payable in monthly principal only
installments of $1,000, and matures December 2005.  As of December 31,
2004 the balance totals $11,000.

NOTE 8 - CAPITAL LEASE OBLIGATION

The Company is obligated under a capital lease for manufacturing
equipment.  For financial reporting purposes, minimum lease payments
relating to the equipment have been capitalized.  The capital lease
obligation totaling $11,575 requires twelve minimum monthly lease
payments of $425 and a final payment of $9,450, with an imputed
interest rate of 8.5%.  The future minimum lease payments required
under the capital lease obligation as of December 31, 2004, are as
follows:

2005                                         $  11,575
Less: amount representing interest                 436

Present value of minimum lease payments      $  11,139

Equipment leased under this capital lease totals $12,505, which is net
of accumulated depreciation totaling $1,085.

NOTE 9 - PREFERRED STOCK

During June 2004, the Company entered into a loan agreement with a
lender whereby the lender agreed to use its best efforts to provide
the Company a loan in the maximum amount of $2,000,000 subject to
certain terms and conditions.  The Company agreed to issue 1,370
shares of Class A Preferred stock that is convertible to common stock
at a ratio of 1-to-1,000,000 as collateral on the loan.  The shares
were issued in June 2004.  The lender did not fund the loan and
accordingly, the Company provided a written demand for the return of
the shares, as provided in the loan agreement.  As of December 31,
2004, the Company had not received the shares.  As the shares were
issued as collateral, the Company recorded the shares as issued but
not outstanding as of December 31, 2004.

NOTE 10 - COMMON STOCK

During 2003, the Company issued 1,055,100 shares of common stock for
services totalling $518,909.

During 2003, the Company received and cancelled 5,000,000 shares of
common stock previously issued for services in prior years.

During January 2004, the Company issued 30,000 shares of common stock
for prepaid services totalling $14,700, all of which have been
expensed as of December 31, 2004.

During February 2004, the Company issued 292,873 shares of common
stock to the Company's President and Chief executive officer, as well
as a stockholder, for salaries totalling $131,793.

During February 2004, the Company issued 118,000 shares of common
stock for prepaid services totalling $53,100, all of which have been
expensed as of December 31, 2004.

During February 2004, the Company issued 55,000 shares of common stock
for services totalling $19,250.

During March 2004, the Company issued 80,000 shares of common stock
for prepaid services totalling $50,400, all of which have been
expensed as of December 31, 2004.

During March 2004, the Company issued 100,000 shares of common stock
for services totalling $63,000.

During April 2004, the Company issued 80,500 shares of common stock
for prepaid services totalling $88,550, all of which have been
expensed as of December 31, 2004.

During May 2004, the Company issued 30,000 shares of common stock for
services totalling $14,400.

During June 2004, the Company issued 110,000 shares of common stock
for prepaid services totalling $58,800, all of which have been
expensed as of December 31, 2004.

During June 2004, the Company issued 654,072 shares of common stock
for services totalling $340,117.

During July 2004, the Company issued 57,449 shares of common stock for
services totalling $20,992.

During August 2004, the Company issued 76,370 shares of common stock
for board of director services totalling $20,620.

During August 2004, the Company issued 113,176 shares of common stock
for services totalling $27,333.

During September 2004, the Company issued 194,422 shares of common
stock for services totalling $51,149.

During October 2004, the Company issued 221,507 shares of common stock
for services totalling $51,609.

During November 2004, the Company issued 344,275 shares of common stock
for services totaling $62,889.

During December 2004, the Company issued 178,600 shares of common stock
for services totaling $25,004.

NOTE 11 - STOCK COMPENSATION PLANS

2002 Stock Compensation Plan - During December 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.  All 55,000,000 shares of common stock
authorized under this plan have been registered Form S-8 filed with
the SEC during December 2002.  Terms of the options are determined at
the date of grant.  During the year ended December 31, 2003, the
Company granted 532,000 (53,200,000 pre-split) options that were
immediately exercised during 2003 whereby the Company recorded the
value of the grants at $133,109 and received cash totalling $173,326.
There were no options granted under the plan during the year ended
December 31, 2004.  As of December 31, 2004, there were 1,800,000
shares remaining to be issued under this plan

2002 Non-Employee Directors and Consultants Retainer Stock Plan -
During September 2002, the Company 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.  All
80,000,000 shares of common stock authorized under this plan have been
registered under a Form S-8 filed with the SEC during September 2002.
As of December 31, 2003, all shares registered under this plan had
been issued.

2003 Non-Qualified Stock Option Plan - During September 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 the Company's 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.  All 65,000,000 shares of common stock authorized under
this plan have been registered under a Form S-8 filed with the SEC
during October 2003.  The options are exercisable at 65% of the fair
market value of the Company's common stock on the date the stock
option is granted.  All options granted under the plan were
immediately exercised during the year ended December 31, 2003 and
there were no shares remaining to be issued as of that date; the
Company recorded the value of the grants at $137,048 and received cash
totalling $254,519.

2003 Consultants Stock Compensation Plan - During August 2003, the
Company adopted the 2003 Consultants Stock Compensation Plan.  The
purposes of this plan is 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.  All 75,000,000 shares of common stock authorized under this
plan have been registered under a Form S-8 filed with the SEC during
August 2003.  During the year ended December 31, 2003, the Company
granted 620,000 (62,000,000 pre-split) options that were immediately
exercised during 2003 whereby the Company recorded the value of the
grants at $66,548 and received cash totalling $264,325.  There were no
options granted under the plan during the year ended December 31,
2004.  As of December 31, 2004, there were 13,000,000 shares of common
stock remaining to be issued under this plan.

Non-Employee Directors and Consultants Retainer Stock Plan - During
December 2004, the Company adopted the Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment No.
5).  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.  As of December 31, 2004, all 289,000,000 shares of common
stock authorized under this plan have been registered as a result of
Form S-8's filed with the SEC (the most recent being in December
2004).  As of December 31, 2004, 124,549,857 shares of common stock
remain to be issued under this plan.

Employee Stock Incentive Plan - During July 2004, the Company adopted
the Amended and Restated Employee Stock Incentive Plan (Amendment No.
2).  This plan is intended to allow designated officers and employees
of the Company to receive options to purchase the Company's common
stock.  The purpose of this plan is to provide the officers and
employees with equity-based compensation incentives to make
significant and extraordinary contributions to the long-term
performance and growth of the Company, and to attract and retain
Employees of exceptional ability.  All 110,000,000 shares of common
stock authorized under this plan have been registered as a result of
Form S-8's filed with the SEC (the most recent being in August 2004).
The options are exercisable at 65% of the fair market value of the
Company's common stock on the date the stock option is granted.
During 2004, the Company granted options for the purchase of 730,350
(73,035,000 pre-split) shares of common stock under the plan that were
immediately exercised during 2004 whereby the Company recorded the
value of the grant at $60,566 and received cash totaling $94,979.  As
of December 31, 2004, there were 2,696,500 shares remaining to be
issued under this plan.

NOTE 12 - RECEIVABLES RELATED TO ISSUANCE OF COMMON STOCK

Option Exercise - During November 2003, two consultants exercised
options to purchase 250,000 shares of the Company's common stock for
$120,000.  The Company issued the stock in November 2003 prior to the
receipt of cash.  Accordingly, the Company recorded a receivable
related to the issuance of common stock for the $120,000, which was
received during 2004.

Other - During May 2004, the Company entered into a Share Exchange
Agreement (the "Exchange Agreement") with World Am Security Venture
Company, Ltd. ("WSVC"), a privately held China corporation.  Under the
terms of the agreement, the Company will acquire all the outstanding
shares of WSVC in exchange for 200,000 shares of the Company's common
stock, and 100 shares of the Company's convertible preferred stock.
In addition, WSVC shall obtain the right to own or lease property and
to carry on business.  Further WSVC will invest up to $5,000,000 to
acquire a new manufacturing plant and other facilities for the purpose
of manufacturing authorized products of the Company.  Failure to make
this investment will be considered a breach of contract.

The Company issued the 200,000 shares of common stock in April 2004
required under the Exchange Agreement, however did not issue the 100
shares of convertible preferred stock.  As of December 31, 2004, WSVC
had established a business license, but had not completed the
acquisition of a manufacturing plant and other facilities.
Accordingly, the Company recorded a receivable totalling $220,000 in
anticipation that the remaining terms of the Exchange Agreement would
be fulfilled.  As of December 31, 2004, the Company determined that
WSVC would most likely be unable to fulfill the remaining terms.
Accordingly the Company placed a stop on the 200,000 shares with their
transfer agent and is currently seeking their return.  Management
feels the stop is sufficient to prevent transfer or sale of the stock
and that, if necessary, legal action will result in the cancellation
of the stock if they are not returned.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Operating Leases - The Company operates from two leased facilities
under non-cancelable operating leases.  The agreements call for annual
base rent of $2,500 and $1,545, which increases on each anniversary of
the respective leases.  Rent expense totalled $76,318 and $52,810 for
the years ended December 31, 2004 and 2003, respectively, and include
various operating costs in addition to the base rent.

As of December 31, 2004, future minimum rental payments required under
the operating leases are as follows:

2005     $  49,728
2006        24,208
Thereafter      --

         $ $73,936

Legal issues - A former employee of the Company filed a complaint
alleging the employee was terminated without cause prior to the
expiration of the term of the related employment contract.  The case
is currently in the preliminary discovery phase.  Should the Company
not prevail, the loss may be $240,000.  Management is confident in the
likelihood of a favorable outcome should the case proceed to trial and
is contesting the case vigorously.

NOTE 14 - RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's financial statements
management became aware that those financial statements did not
reflect certain account balances properly for the year ended December
31, 2003.  Properly accounting of these items in the revised financial
statements has the following effect.



<TABLE>
<CAPTION>
                                                    Year Ended         Year Ended        Restated
                                                     December          December          Increase
                                                     31, 2003          31, 2003          (Decrease)
                                                                      (Restated)
<S>                                                  <C>               <C>               <C>
Revenues                                             $   654,726       $   654,726       $        --

Cost of revenues                                         623,148           623,148                --

Gross profit                                              31,578            31,578                --

Operating expense                                      1,989,475         1,295,680          (693,795)

Loss from operations                                  (1,957,897)       (1,264,102)          693,795

Other income                                             600,911            28,741          (572,170)

Net loss                                              (1,356,986)       (1,235,361)         (121,625)

Basic and diluted loss per common share                    (0.27)            (0.24)            (0.03)
</TABLE>


For the year ended December 31, 2003, the change in the statement of
operations was primarily related to an accounting error whereby the
Company did not record the value of options granted which totalled
$336,705.  Additionally, the Company recorded the related exercise of
these options as other income totaling $572,170 and the related
issuance of common stock for the option exercise as an operating
expense totaling $1,030,500.  Accordingly, the net decrease in
operating expenses was the result of reversing the stock as issued for
services totaling $1,030,500 and recording the related value of the
option grants totaling $336,705.

NOTE 15 - SUBSEQUENT EVENTS

During January 2005, the Company issued 668,934 shares of common stock
for services totaling $96,878.

During January 2005, the Company granted options to purchase 269,650
shares of the Company's common stock pursuant to the Amended and
Restated Employee Stock Incentive Plan.  The options were immediately
exercised.

During February 2005, the Company issued 816,965 shares of common
stock for services totaling $134,405.

During March 2005, the Company issued 89,479 shares of common stock
for services totaling $14,467.

During April 2005, the Company received the preferred shares as
discussed in Note 9.

                                EXHIBIT INDEX

Number           Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23      Consent of Independent Registered Public Accounting Firm
        (filed herewith).

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

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

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

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

99.3    Confirmation of Provisional Patent Application, dated
        September 2, 2004 (filed herewith).

99.4    Confirmation of Provisional Patent Application, dated
        September 2, 2004 (filed herewith).