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, 2005

                                         OR

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

                          COMMISSION FILE NUMBER: 0-30639

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

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

  4040 MacArthur Boulevard, Suite 240, Newport Beach, California    92660
            (Address of Principal Executive Offices)              (Zip Code)

                  Company's telephone number:  (949) 955-5355

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

     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 Company'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 [  ].

     Indicate by check mark if the Company is required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.  Yes    X       No          .

     Indicate by check mark whether the Company is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934): Yes  No X   .

     The Company had revenues of $212,772 for the period ended on
December 31, 2005.  The aggregate market value of the voting stock
held by non-affiliates of the Company as of May 1, 2006: $1,684,771.
As of May 1, 2006, the Company had 171,041,035 (1) shares of common stock
issued and outstanding.

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

(1)  Adjusted for a one for one hundred reverse split effective on January 21,
2005, and a three for two stock dividend effective on August 15, 2005.

                                 TABLE OF CONTENTS

PART I.                                                                 PAGE

ITEM 1.   DESCRIPTION OF BUSINESS                                          4

ITEM 2.   DESCRIPTION OF PROPERTY                                         28

ITEM 3.   LEGAL PROCEEDINGS                                               28

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             29

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS                                 29

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS                   31

ITEM 7.   FINANCIAL STATEMENTS                                            39

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                          39

ITEM 8A.  CONTROLS AND PROCEDURES                                         39

ITEM 8B   OTHER INFORMATION                                               40

PART III.

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS; COMPLIANCE WITH
          SECTION 16(A) OF THE EXCHANGE ACT                               43

ITEM 10.  EXECUTIVE COMPENSATION                                          46

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT, AND
          RELATED STOCKHOLDER MATTERS                                     49

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  53

ITEM 13.  EXHIBITS                                                        57

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                          57

SIGNATURES                                                                59

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

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

     This acquisition was approved by the board of directors and
a majority of the stockholders of Allmon and World Am 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
World Am.  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 that
company.  Isotec became our 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 believed that such products complement those of Isotec.

     With the filing of Articles of Merger with the Nevada Secretary
of State on December 20, 2002, 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.

     On August 31, 2005, the Company consummated an agreement to
acquire Senz-It, Inc., in exchange for 55 shares of the Company's
Class B preferred stock and a warrant for 18,000,000 shares of common
stock. The exercise price of the common shares under these warrants is
$0.0001 per share. The warrants vested immediately and expire in
August 2010.  Each share of Class B preferred stock is convertible
into 1% of the outstanding common shares of the Company, including the
common stock equivalents of all unexercised warrants, options and
convertible securities, or a minimum of 7,272,728 shares of common
stock.  On March 7, 2006, SUTI Holdings, LP, the former stockholder of
Senz-It, Inc. assigned the warrant to Select University Technologies,
Inc., which then exercised the warrant in a cashless transaction that
resulted in the issuance of 17,880,000 restricted shares of common
stock (the balance of 120,000 shares was withheld in the cashless
exercise of the warrant).

     Prior to the transaction, the World Am, Inc. was a public company
with assets of $88,656, liabilities totalling $1,075,978, and
66,570,285 shares of common stock issued and outstanding; Senz-It was
a non-operating development stage company. The transaction is
considered to be a capital transaction in substance, rather than a
business combination. Inasmuch, the transaction is equivalent to the
issuance of stock by a development stage company (Senz-It, Inc.) for
the net monetary assets of a public company (World Am), accompanied by
a recapitalization. The accounting for the transaction is identical to
that resulting from a reverse acquisition, except goodwill or other
intangible assets were not recorded. Accordingly, the consolidated
financial statements of the Company are the historical financial
statements of Senz-It, Inc. (which was incorporated on March 4, 2005).

     Senz-It has an option to enter into an exclusive, royalty-bearing
license with the State University of New York at Buffalo.  This license will
cover patents developed by that university that will enable Senz-It to develop
technology with an entirely new approach to sensing, process monitoring,
homeland security and environmental scanning applications.

     As of June 20, 2005, Select University Technologies, Inc., the
general partner of SUTI, had been hired to manage all operations of
Senz-It, Inc. under the terms of a venture acceleration agreement.

Business of the Company.

     The Company currently has three wholly owned subsidiaries:
Technology Development International, Inc.; Isotec, Inc.; and Senz-It, Inc.

     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.

(a)  Company Overview - Isotec.

     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.

     The Company has developed innovative systems and processes
to establish itself as a factor in the field of transparent security
and automated passage control.  Company personnel have installed
systems for locations such as Lawrence Livermore Labs, Mellon Bank,
Wells Fargo Bank and the United States Air Force and United States
Department of Energy.

     "Transparent security" means any security measure that is
unobtrusive and not noticed by those being monitored.  For example, a
metal detection system mounted in an 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" 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 whomever 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 automated passage control 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 quality, leading
edge security products that integrate with standard and customized
systems.  We are able to market these products through its dealer
(installer) network to commercial organizations, original equipment
manufacturer customers, and governmental and defense agencies.

(b)  Services and Products.

     The business activities of Isotec subsidiary currently fall into
five categories:

     - Design and manufacture of a standard line of APC systems for
       commercial retail and government use.

     - Customization/modification of APC systems per customer
       specifications.

     - Development of security devices for APC.

     - Acquisition, development, sales, marketing and distribution of
       innovative component products.

     - 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:

Weapons Control Systems.

     These systems are fabricated as one, two or more lane metal
detector based 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
application 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.

Passage Control Systems.

     These systems are fabricated as multi-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 Isotec proprietary anti-tailgating
technology allowing one person to pass at a time. This product can be
used in any high security applications requiring personnel monitoring.

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.

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.

Anti-Tailgating System.

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

     The anti-tailgating 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 anti-tailgating system 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 status display to direct personnel through the
passage process.

     The anti-tailgating 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.

(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 and employs 9 employees.

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

     The Company strives for each product developed to contain
innovative, modular concepts not previously available.  On September
2, 2004, acknowledgements of provisional patent applications were
issued for its anti-tailgating products.  An additional provisional
patent was filed in March 2006 for Isotec's anti-tailgating products.
The provisional patent application permits Isotec to place a "patent
pending" label on all production units while completing development of
the product.

     During 2005 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).

(e)  Custom Products.

     Isotec's goal is to become the leader in the design and
manufacture of quality built automated passage control 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 non-recurring
engineering.  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.  We are in the process of expanding
our 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. 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 significant 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 increasing.

     The introduction of the anti-tailgating system is projected to
bring in new revenue in 2006.

(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: Hamilton Safe, Novacomm and
Georal. Each of these companies offer competing access control
systems; however, none of these firms offer truly "built-to-
specification" portals.

     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, 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.

     Novacomm is a manufacturer of standard weapons control portals
located in Puerto Rico, who has in the past distributed these products
in the USA via Diebold Corporation. Isotec has not encountered their
products in competitive bids during 2005.

     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 that
could potentially provide supply 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.

     Certain of Isotec's products, such as Weapons Control Systems
installed in commercial facility, must meet a variety of local and
national codes (such as ADA, NFPA). Isotec maintains close contact
with the leading jurisdictions in these areas, and continues to update
the systems to meet or exceed these requirements. The City of
Baltimore recently approved Isotec's design noting that they meet even
the yet-to-be published 2006 standards. This is a major differentiator
in the market, particularly in regard to non-domestic competitors.

(m)  Effect of Governmental Regulation on Business.

     Governmental regulation is not presently a factor. However, there is
no 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;

     - expand the marketing and sales efforts with dealers, government
       and international;

     - 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 nine employees.

Business of Senz-It.

    Senz-It intends to exercise the option it holds to enter into an
exclusive, royalty-bearing license with the State University of New
York at Buffalo, to market an innovative technology in the field of
micro-sensor elements and sensor arrays.  Senz-It intends to
commercialize and market this technology in the homeland security,
indoor air quality, food purity and processing and medical diagnostic
industries.  End-users have a stake in a quick, reliable, accurate and
economical approach to sensing the presence and quantifying the amount
of various toxic or dangerous substances.

(a)  Services and Products

     The business activities of the Senz-It subsidiary currently fall
into four major segments and specific sub-sectors:

- Homeland Security

     - Cargo security

     - Building security

     - Transportation security

     - Aviation security

     - Ground transportation security

- Indoor Air Quality (IAQ)

- Food Processing and Distribution

- Medical Diagnostics

     The specific products within each of these segments manufactured
by the company are:

     Homeland Security

     Within the homeland security market, Senz-It intends to focus on
three major application areas: cargo security, building security and
transportation security.

     (1)  Cargo Security - The vulnerability of cargo containers has
     become a major focus of international and domestic policy with
     the increase in terrorist activities, but current customs
     inspection and tracking systems were designed to protect economic
     interests and not to provide a security barrier. It has become a
     priority to find technological advancements that can
     simultaneously increase security monitoring while decreasing the
     time, cost, and resources.

     (2)  Building Security - A major risk category is the protection
     of power plants, petrochemical plants and government buildings.
     While X-ray and metal detectors are routinely used to detect
     conventional threats, detection methods for chemical and
     biological agents are lacking. The OMB budget request for 2004
     was $12.2 billion for infrastructure protection efforts of 32
     federal agencies. The Department of Homeland Security allocated
     $407 million in their FY 2005 appropriations to develop
     biological countermeasures, and $63 million for chemical and high
     explosives countermeasures.

     (3)  Transportation Security - Aviation security and ground
     transportation security are significant areas of concern since
     the September 11th attacks.

     (4)  In the aviation security sector, the Department of Homeland
     Security has allocated over $5 billion for the Transportation
     Security Administration (TSA) for FY 2006. Current aviation
     security utilizes metal detectors and x-rays to detect metallic
     objects, but explosive and chemical agents are often omitted from
     the passenger screening process or limited in capability.

     (5)  In the ground transportation sector, a study by the GAO found
     that one-third of all terrorist attacks worldwide target
     transportation systems. Surface transportation alone was the
     target of more than 195 terrorist attacks from 1997 to 2000.
     About 14 million Americans use ground transit every workday by
     way of public systems that are susceptible to chemical and
     biological attacks, such as sarin gas or explosive devices.

     Indoor Air Quality (IAQ)

     Indoor air pollution is ranked as the highest risk to human
health among all types of environmental problems, according to the
Environmental Protection Agency. Improvements in indoor climate
control, with advancements in window technology, have reduced air
exchange within enclosed buildings. This leads to stale air
(increasing concentrations of carbon dioxide), and rising humidity
levels. Biological pollutants (including allergens, toxic mold etc.),
as well as chemical pollutants (off-gas contaminants from cleaners,
building materials, etc.) are familiar causes of respiratory illnesses.

     Food Processing and Distribution

     Safety of the food supply is of paramount concern, and regulatory
entities such as the U.S. Food and Drug Administration ("FDA") have
strict guidelines and regulations for the testing and approvals of raw
materials and final food products.  According to the Centers for
Disease Control, food-borne pathogens cause 325,000 hospitalizations,
5,200 deaths and an unknown number of chronic conditions in the U.S.

     Medical Diagnostics

     Several market opportunities exist with medical applications.
Respiratory and urinary tract infections (UTI) are two of the most
common reoccurring infections in the general population. A quick
diagnostic screening sensor that can indicate both the presence of
bacterial infection and give a definitive identification of the
pathogen will provide several benefits to patients, hospitals and
laboratories, including the administration of the correct treatment
from the onset, reduction in the number of laboratory tests and
reduced exposure to unnecessary antibiotics.

(b)  Product Manufacturing

     Senz-IT intends to subcontract the component manufacturing to two
firms, expert in their respective fields, and do the final assembly of
the product in a company-managed facility. The two firms, both public
companies, are based in New York.  The first will manufacture the
sensor elements themselves while the second will manufacture and
assemble the electronics necessary to read and interpret the sensor
elements.  It is anticipated that memorandums of understanding will be
entered into with these two companies in the second quarter of 2006,
with definitive agreement signed in the last quarter of the year.

(c)  New Product Development, Patents, and Licenses

     The major activity for Senz-IT during the coming year is intended
to be product development, working with the technology developed by
Dr. Frank Bright at the University of Buffalo, and using the SUTI
developed product development methodology.  The first product
offerings will be sensor units supplied to Isotec to be imbedded with
in the portals, and a building air quality product to detect amongst
other elements mold.  The tasks that must be achieved are: the
selection of analytes (substances or chemical constituents that are
undergoing analysis) for Isotec portals, developing the sensor
elements (sub contract manufacturing), develop the electronic
components (sub contract manufacturing), alpha testing, develop
industrial design and mechanical packaging (in conjunction with the
Isotec engineering staff for the portal product), develop detection
algorithms and software (sub contract development), component
integration into final product and beta testing.

(d)  Sales, Marketing and Distribution

     The Senz-It product lines are intended to be a series of sensor
products utilizing a novel new detection technology that is highly
specific and sensitive to target analytes.  The sensors will be small,
economical to produce and use, and are extremely stable resulting in
products that are portable, affordable and can be employed for long
periods of time in remote and hard to access areas.

     The Senz-It marketing and sales program is intended to target
innovators and early adaptors. The company will begin with a Western
Regional office in Southern California, expanding in subsequent years
to a total of six regional offices. Direct end users, to include
government agencies, will also be a focus.

(e)  The Market

     Senz-It intends to compete in the worldwide sensor industry, with
products in the narrow category of sensing systems, best understood as
electronic noses ("e-nose") or devices for machine olfaction. Senz-It
answers challenges in the following categories:

     - multiple target substances;

     - multiple analytes for each target substance;

     - sensing that is analogous to human or animal olfaction in
       discerning patterns of analytes;

     - sensor systems and devices that are small and easily deployed,
       including in remote settings.

(f)  Competition

     The standard of use in Homeland Security for explosives detection
is dogs.  Certification standards for reliability rates are greater
than 92%.  Cost is an issue and according to the Federal Aviation
Administration the cost of maintaining one properly trained
officer/canine team at a major US airport is about $165,000/year.

     Surface Acoustic Wave Technology (SAW) uses polymers as the
active sensing material. The polymers can have long-term stability
issues that cause a drift in the response and therefore may require
frequent recalibration.

     Conducting Polymer Sensors (CPS) measure the changes in the
conductivity of a polymer as it is exposed to various types of
chemicals.

     Monitoring for standard Indoor Air Quality (IAQ) markers is an
established process, and there are multiple companies that provide
sensing devices and/or lab support services for analyzing air quality.

     The business of food processing diagnostics and analytes is a
growing market. There are many testing protocols currently in use.
Most tests are conducted in the laboratory. Sensors are considered to
be the next major technology breakthrough with advantages in size,
portability, sensitivity, specificity, cost and response time.

     The use of odor sensors for medical applications is a recent
development.  There is much research ongoing to identify compounds
related to disease states and metabolic disorders.  To date there are
only a few instances of the technology in use for clinical purposes.

(g)  Effects of Compliance with Environmental Laws

     At the current time this is an issue that will be dealt with in
the ongoing product development process.

(h)  Sources and Availability of Raw Materials

     Raw materials for the intended Senz-It products are widely
available.  The Company has already contracted with two public
companies for component parts, materials and packing.

(i)  Dependence on Major Customers

     Senz-It will have several options in known distribution channels
in the four prime markets.

(j)  Need for Government Approval

     The medical diagnostic products will require a 510(k) FDA
submission.  Other markets will require validation through testing,
sampling and comparisons with existing products.

(k)  Effect of Government Regulation on Business

     Government regulations for the 510(k) process are well known.
The company will utilize the services of an outside regulatory affairs
consultant.

(l)  Management and Organization.

     The future of Senz-It will depend on management's ability to;

     - expand the marketing and sales efforts with dealers, government
       and international;

     - continue to maintain the technical edge in its production and
       quality;

     - develop and market innovative products, at profitable price
       points;

     - manufacture units at more cost-effective levels in rapid growth
       mode; and

     - obtain strategic alliances and complimentary businesses to
       maximize profit potential.

(m)  Employees

     Currently, Senz-It has no 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:

Risks Related to Our Business.

(a)  History Of Losses May Continue, Requiring Additional Sources Of
Capital, Which May Result In Curtailing Of Operations And Dilution To
Existing Stockholders.

     The Company incurred a net loss of $600,507 for the period from
inception (March 4, 2005) through December 31, 2005.  The Company
cannot provide assurance that it can achieve or sustain profitability
on a quarterly or annual basis in the future.  If revenues grow more
slowly than anticipated, or if operating expenses exceed expectations
or cannot be adjusted accordingly, we will continue to incur losses.
The Company will continue to incur losses until it is able to
establish significant levels of business.  Our possible success is
dependent upon the successful development and marketing of its
products, as to which there is no assurance.  Any future success that
the Company might enjoy will depend upon many factors, including
factors out of our control or which cannot be predicted at this time.
These factors may include changes in or increased levels of
competition, including the entry of additional competitors and
increased success by existing competitors, changes in general economic
conditions, increases in operating costs, including costs of supplies,
personnel and equipment, reduced margins caused by competitive
pressures and other factors.  These conditions may have a materially
adverse effect upon the Company or may force us to reduce or curtail
operations.  In addition, the Company will require additional funds to
sustain and expand its sales and marketing activities, particularly if
a well-financed competitor emerges.  Based on the current funding
arrangement with the Golden Gate Investors, Inc., the Company does not
anticipate that it will require additional funds to continue
operations for the next twelve months.  In the event that the
financing arrangement with Golden Gate is terminated or if we need
additional financing, there can be no assurance that financing will be
available in amounts or on terms acceptable to us, if at all.  The
inability to obtain sufficient funds from operations or external
sources would require us to curtail or cease operations.  Any
additional equity financing may involve substantial dilution to then
existing stockholders.

(b)  Independent Auditors Have Expressed Substantial Doubt About the
Company's ability to Continue As A Going Concern, Which May Hinder The
Ability To Obtain Future Financing.

     In its report dated April 21, 2006, the Company's independent
auditor stated that the financial statements for the period from
inception (March 4, 2005) through December 31, 2005 were prepared
assuming that the Company would continue as a going concern.  Our
ability to continue as a going concern is an issue raised as a result
of cash flow constraint, an accumulated deficit of $1,596,462 at
December 31, 2005 and recurring losses from operations.  The Company
continues to experience net losses.  Our ability to continue as a
going concern is subject to the ability to generate a profit and/or
obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales
or obtaining loans from various financial institutions where possible.
The continued net losses and stockholders' deficit increases the
difficulty in meeting such goals and there can be no assurances that
such methods will prove successful.

(c)  The Company May Not Be Able To Accommodate Rapid Growth Which
Could Decrease Revenues And Result In A Loss Of Customers.

     The Company has developed innovative systems and processes to
establish itself as a factor in the field of transparent security and
automated passage control, and has installed systems for such
locations as Lawrence Livermore Labs, Mellon Bank, Wells Fargo Bank
and the United States Air Force and United States Department of
Energy.  To manage anticipated growth, we must continue to implement
and improve our operational, financial and management information
systems.  The Company must also hire, train and retain additional
qualified personnel, continue to expand and upgrade core technologies,
and effectively manage our relationships with end users, suppliers and
other third parties.  Our expansion could place a significant strain
on our current services and support operations, sales and
administrative personnel, capital and other resources.  The Company
could also experience difficulties meeting demand for our services.
The Company cannot guaranty that our systems, procedures or controls
will be adequate to support operations, or that management will be
capable of fully exploiting the market.  Our failure to effectively
manage growth could adversely affect our business and financial results.

(d)  Protection of Proprietary Rights May Affect Our Success and
Ability to Compete.

     The Company's success and ability to compete will be dependent in
part on the protection of our potential patents, trademarks, trade
names, service marks and other proprietary rights.  We intend to rely
on trade secret and copyright laws to protect the intellectual
property that we plan to develop, but there can be no assurance that
such laws will provide sufficient protection to us, that others will
not develop products 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 our 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.  There can be no assurance that these third party
licenses will be available or will continue to be available to us on
acceptable terms or at all.  The inability to enter into and maintain
any of these licenses could have a material adverse effect on our
business, financial condition or operating results.

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

(e)  Dependence on Suppliers May Affect the Ability of Us to Conduct
Business.

     The Company depends upon a number of suppliers for components of
its products.  There is an inherent risk that certain components of
our products will be unavailable for prompt delivery or, in some
cases, discontinued.  The Company has only limited control over any
third-party manufacturer as to quality controls, timeliness of
production, deliveries and various other factors.  Should the
availability of certain components be compromised, it could force the
Company to develop alternative designs using other components, which
could add to the cost of goods sold and compromise delivery
commitments.  If we are unable to obtain components in a timely
manner, at an acceptable cost, or at all, we may need to select new
suppliers, redesign or reconstruct processes used to build its
devices.  In such an instance, the Company would not be able to
manufacture any devices for a period of time, which could materially
adversely affect its business, results from operations, and financial
condition.

(f)  The Company Faces Strong Competition in Our Market, Which Could
Make It Difficult for It to Generate Income

     The market for the Company's products is competitive.  Our future
success will depend on our 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 we fail 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.   We may not have the financial resources, technical
expertise or marketing, distribution or support capabilities to
compete successfully.

(g)  The Company Could Fail To Develop New Products To Compete in this
Industry of Rapidly Changing Technology, Resulting in Decreased Revenue

     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 our existing products will continue to be
properly positioned in the market or that we 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.

(h)  New Versions of the Company's Products May Contain Errors or
Defects, Which Could Affect Its Ability to Compete.

     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 our 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.

(i)  The Company's Ability to Grow is Directly Tied to Its Ability to
Attract and Retain Customers, Which Could Result in Reduced Income

     The Company has no way of predicting whether its marketing
efforts will be successful in attracting new business and acquiring
substantial market share.  If our marketing efforts fail, we may fail
to attract new customers and fail to retain existing ones, which would
adversely affect our business and financial results.

(j)  If Government Regulation of Our Business Changes, the Company May
Need to Change the Manner in Which It Conducts Business, or Incur
Greater Operating Expenses.

     The adoption or modification of laws or regulations relating
to our business could limit or otherwise adversely affect the manner
in which we currently conduct our business.  If the Company is
required to comply with new regulations or legislation or new
interpretations of existing regulations or legislation, this
compliance could cause us to incur additional expenses or alter our
business model.

     The manner in which legislation may be interpreted and
enforced cannot be precisely determined and may subject either us or
our customers to potential liability, which in turn could have an
adverse effect on our business, results of operations and financial
condition.

(k)  The Company's Success Is Largely Dependent on the Abilities of
Its Management and Employees.

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

     The Company intends to recruit in fiscal year 2006 employees who
are skilled in its industry. The failure to recruit these key
personnel could have a material adverse effect on our business. As a
result, we may experience increased compensation costs that may not be
offset through either improved productivity or higher revenue.  There
can be no assurances that we will be successful in retaining existing
personnel or in attracting and recruiting experienced qualified personnel.

(l)  Any Required Expenditures as a Result of Indemnification Will
Result in a Decrease of Our Net Income.

     The Company's articles of incorporation include provisions to the
effect that we may indemnify any director, officer, or employee.  In
addition, provisions of Nevada law provide for such indemnification, as
well as for a limitation of liability of our directors and officers for
monetary damages arising from a breach of their fiduciary duties.  Any
limitation on the liability of any director or officer, or
indemnification of any director, officer, or employee, could result in
substantial expenditures being made by us in covering any liability of
such persons or in indemnifying them.

Risks Relating to the Financing Arrangements.

(a)  Adjustable Conversion Price Feature of Debentures May Require the
Issuance of Greater Number of Shares, Which May Result in Dilution.

     On January 23, 2006, the Company entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc.  Under this
agreement, Golden Gate agreed to purchase from the Company a
convertible debenture in the aggregate principal amount of $100,000.
The conversion price is equal to the lesser of (i) $0.20, or (ii) 80%
of the average of the 3 lowest volume weighted average prices during
the 20 trading days prior to the election to convert, or (iii) 80% of
the volume weighted average price on the trading day prior to the
election to convert.  The number of shares into which this debenture
may be converted was changed to equal to the dollar amount of the
debenture being converted multiplied by 110, minus the product of the
conversion price multiplied by 100 times the dollar amount of the
debenture being converted, and the entire foregoing result divided by
the conversion price

     In conjunction with the debenture, the Company issued to Golden
Gate a warrant, dated January 23, 2006, to purchase 10,000,000 shares
of common stock of the company, exercisable at $1.09 per share.  The
Company also issued to Golden Gate a warrant, dated January 23, 2006,
to purchase up to that number of shares of common stock equal to
$2,750,000 divided by 120% of the average of the current market prices
of the common stock for the 20 trading days prior to January 23, 2006.

     As of May 1, 2006, the Company had 200,847,958 shares of common
stock issued and 171,041,035 shares issued and outstanding (the
difference between the two numbers is the number of shares held by the
Company's transfer agent in escrow for future issuances under the
Company's Stock Incentive Plan), a convertible debenture outstanding
totaling $100,000, an outstanding warrant to purchase 10,000,000
shares of common stock, and an outstanding warrant for $2,750,000.
The number of shares of common stock issuable upon conversion of the
outstanding convertible debenture and the second warrant may increase
if the market price of our stock declines. The sale of these shares
may adversely affect the market price of the Company's common stock.

     The Company's obligation to issue shares upon conversion of the
convertible debenture is essentially limitless.  At 80% of the closing
price of $0.011 as of May 1, 2006 ($0.0088), the debenture would be
convertible into 11,363,636 shares of common stock.  The following is
an example of the amount of shares of our common stock that would be
issuable upon conversion of the convertible debenture (excluding
accrued interest), based on market prices 25%, 50% and 75% below the
closing price as of May 1, 2006 of $0.011 per share:

                                                                    % of
% Below      Price Per      With Discount        of Shares      Outstanding
Market         Share            at 20%           Issuable        Stock (1)

25%          $0.00825         $0.0066            15,151,515         8.14%

50%          $0.00550         $0.0044            22,727,273        11.73%

75%          $0.00275         $0.0022            45,454,545        21.00%

(1)  After the current outstanding shares are added to the shares
issued.

The Company's obligation to issue shares upon conversion of the
$2,750,000 warrant is essentially limitless.  At 120% of the closing
price of $0.011 as of May 1, 2006 ($0.0132), the debenture would be
convertible into 208,333,333 shares of common stock.  The following is
an example of the amount of shares of our common stock that would be
issuable upon conversion of this warrant, based on market prices 25%,
50% and 75% below the closing price as of May 1, 2006 of $0.011 per share:

                                                                  % of
% Below      Price Per      With Premium        of Shares      Outstanding
of Market      Share           at 120%           Issuable        Stock (1)

25%          $0.00825        $0.0099            277,777,778       61.89%

50%          $0.00550        $0.0066            416,666,667       70.90%

75%          $0.00275        $0.0033            833,333,333       82.97%

(1)  After the current outstanding shares are added to the shares
issued.

As illustrated, the number of shares of common stock issuable upon
conversion of the  convertible debenture and the warrant will increase
if the market price of the stock declines, which may cause dilution to
the existing stockholders.

(b)  Conversion Price Feature of Debenture May Encourage Short Sales
in the Company's Common Stock.

     Golden Gate is contractually required to exercise its warrants
and convert it convertible debenture on a concurrent basis. The
issuance of shares in connection with the exercise of the warrants and
conversion of the convertible debentures results in the issuance of
shares at an effective 20% discount to the trading price of the common
stock prior to the conversion. The significant downward pressure on
the price of the common stock as the selling stockholder converts and
sells material amounts of common stock could encourage short sales by
investors. This could place further downward pressure on the price of
the common stock.  Golden Gate could sell common stock into the market
in anticipation of covering the short sale by converting their
securities, which could cause the further downward pressure on the
stock price.  In addition, not only the sale of shares issued upon
conversion or exercise of debentures, warrants and options, but also
the mere perception that these sales could occur, may adversely affect
the market price of the common stock.

     Under the Securities Purchase Agreement covering the debenture,
Golden Gate has contractually agreed that so long as the debenture is
outstanding neither that company nor its affiliates will at any time
engage in any short sales with respect to the Company's common stock,
or sell put options or similar instruments with respect to the
Company's common stock.

(c)  Issuance of Shares upon Conversion of Debenture and Warrants May
Cause Substantial Dilution to Existing Stockholders.

     The issuance of shares upon conversion of the convertible notes
and exercise of warrants may result in substantial dilution to the
interests of other stockholders since the selling stockholder may
ultimately convert and sell the full amount issuable on conversion.
Although the selling stockholder may not convert the convertible
debenture and/or exercise the warrants if such conversion or exercise
would cause them to own more than 9.99% of our outstanding common
stock, this restriction does not prevent the selling stockholder from
converting and/or exercising some of their holdings and then
converting the rest of their holdings.  In this way, the selling
stockholder could sell more than this limit while never holding more
than this limit.

(d)  If Stock Price Declines, the Company May Be Required to File A
Subsequent Registration Statement Covering Additional Shares.

     Based on the Company's current market price and the potential
decrease in its market price as a result of the issuance of shares
upon conversion of the convertible debentures, the company has made a
good faith estimate as to the amount of shares of common stock that it
is required to register and allocate for conversion of the convertible
debentures.  In the event that our common stock price remains the same
as the closing price of $0.011 as of May 1, 2006, or decreases, the
shares of common stock we have allocated for conversion of the
convertible debentures and are registering hereunder will not be
adequate.  If the shares we have allocated to the registration
statement are not adequate and we are required to file an additional
registration statement, we may incur substantial costs in connection
with the preparation and filing of such registration statement.

(e)  If the Company is Unable to Issue Shares of Common Stock upon
Conversion of the Convertible Debenture for Any Reason, It Would be
Required to Pay Certain Penalties.

     If the Company were unable to issue shares of common stock
upon conversion of the convertible debenture as a result of our
inability to increase our authorized shares of common stock or as a
result of any other reason, we would be required to:

     - Pay late payments to Golden Gate for late issuance of common
       stock upon conversion of the convertible debenture, in the amount
       of $100 per business day after the delivery date for each $10,000
       of convertible debenture principal amount being converted or
       redeemed.

     - In the event the Company is prohibited from issuing common stock,
       or fails to timely deliver common stock on a delivery date, or
       upon the occurrence of an event of default, then at the election
       of Golden Gate, the Company must pay to Golden Gate a sum of
       money determined by multiplying up to the outstanding principal
       amount of the convertible debenture designated by Golden Gate by
       130%, together with accrued but unpaid interest thereon

     - If ten days after the date we are required to deliver common
       stock to Golden Gate pursuant to a conversion, Golden Gate
       purchases (in an open market transaction or otherwise) shares of
       common stock to deliver in satisfaction of a sale by Golden Gate
       of the common stock which it anticipated receiving upon such
       conversion (a "Buy-In"), then we are required to pay in cash to
       Golden Gate the amount by which its total purchase price
       (including brokerage commissions, if any) for the shares of
       common stock so purchased exceeds the aggregate principal and/or
       interest amount of the convertible debenture for which such
       conversion was not timely honored, together with interest thereon
       at a rate of 15% per annum, accruing until such amount and any
       accrued interest thereon is paid in full.

     In the event that the Company is required to pay penalties to Golden
Gate, the Company may be required to curtail or cease operations.

(f)  Repayment of Debenture, If Required, Would Deplete Available
Capital, or Could Result in Legal Action if Not Repaid.

     The Company anticipates that the full amount of the convertible
debenture, together with accrued interest, will be converted into
shares of its common stock, in accordance with the terms of the
convertible debenture.  If the Company were required to repay the
convertible notes, we would be required to use its limited working
capital and/or raise additional funds.  If we were unable to repay the
debentures when required, the debenture holder could commence legal
action against the Company and foreclose on assets to recover the
amounts due.  Any such action may require the company to curtail or
cease operations.

Risks Relating to the Company's Common Stock.

(a)  The Company's Common Stock Price May Be Volatile.

     The trading price of the Company's 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 companies in the same business as the Company;

     - changes in regulatory policies with respect to the business of the
       Company;

     - 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, the
Company 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.

(b)  Absence Of Cash Dividends May Affect Investment Value Of Our
Common Stock.

     The board of directors does not anticipate paying cash dividends
on the common stock for the foreseeable future and intends to retain
any future earnings to finance the growth of our business.  Payment of
dividends, if any, will depend, among other factors, on earnings,
capital requirements and the general operating and financial conditions
of the Company as well as legal limitations on the payment of dividends
out of paid-in capital.

(c)  No Assurance Of Public Trading Market And Risk Of Low Priced
Securities May Affect Market Value Of Our Common Stock.

     The Securities and Exchange Commission ("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 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 stockholders 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.

(d)  Failure To Remain Current In Reporting Requirements Could Result
In Delisting From the Over The Counter Bulletin Board.

     Companies trading on the Bulletin Board, such as the Company,
must be reporting issuers under Section 12 of the Securities Exchange
Act of 1934, as amended, and must be current in their reports under
Section 13, in order to maintain price quotation privileges on the
Bulletin Board.  If we fail to remain current in our reporting
requirements, the Company could be delisted from the Bulletin Board.

     In addition, the National Association of Securities Dealers,
Inc., which operates the Bulletin Board, has adopted a change to its
Eligibility Rule.  The change makes those Bulletin Board issuers that
are cited for filing delinquency in its Form 10-KSB's/Form 10-QSB's
three times in a 24-month period and those Bulletin Board issuers
removed for failure to file such reports two times in a 24-month
period ineligible for quotation on the Bulletin Board for a period of
one year.  Under this rule, a company filing with the extension time
set forth in a Notice of Late Filing (Form 12b-25) is not considered
late.  This rule does not apply to a company's Current Reports on Form 8-K.

     As a result of these rules, the market liquidity for our common
stock could be severely adversely affected by limiting the ability of
broker-dealers to sell its securities and the ability of stockholders
to sell their securities in the secondary market.

(e)  Failure to Maintain Market Makers May Affect Value of Our Common
Stock.

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

ITEM 2.  DESCRIPTION OF PROPERTY.

     The principal executive offices for the Company, Inc for 2005
were in Westminster, Colorado and consisted of 1,976 square feet with
a total rental rate of $2,865 for the month of January 2005 and
increasing to $2,933 for the months of February 2005 through December
of 2005. The Colorado lease obligation ended in January of 2006.  In
October of 2005, the Company moved its headquarters to Newport Beach,
California to 500 square feet at $800 per month, on a month-to-month
basis.  In addition, the Isotec, Inc. manufacturing division leases a
4,800 square foot facility with total operating monthly rent of $3,768
per month in Westminster, Colorado.

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 sought total monetary damages of
approximately $308,000.

     On July 27, 2005, the Company settled this matter. Under the
terms of this settlement, the Company was obligated to pay the sum of
$116,000 over a period of four years in semi-annual instalments,
beginning on October 1, 2005. The plaintiffs were obligated to pay the
Company the sum of $2,000 per instalment payment to reimburse it for
administrative costs in connection with the payment.  Accordingly, the
Company assumed a settlement liability of $116,000 from World Am, Inc.
on August 31, 2005, with $29,000 recorded as short-term or amounts due
within one year and $87,000 recorded as long-term.

     Management has been advised by local legal counsel that the
settlement is now unenforceable in the State of Colorado because the
action dismissed the plaintiff with prejudice, and cannot be presented
in any other jurisdiction.  The actions that lead to this involved the
procedures under which the complaint was filed and the settlement
reached and recorded.  In addition, this legal counsel has advised
that a new action cannot be refilled since the relevant statute of
limitations on this matter has expired.  Accordingly, the Company has
eliminated the settlement liability and recorded a settlement gain of
$116,000 as of December 31, 2005.

     (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 suit has not been settled.

     Management believes the Company has meritorious claims and
defenses to the plaintiffs' claims and ultimately will prevail on the
merits. However, this matter remains in the early stages of litigation
and there can be no assurance as to the outcome of the lawsuit.
Litigation is subject to inherent uncertainties, and unfavorable
rulings could occur. Were unfavorable rulings to occur, there exists
the possibility of a material adverse impact of money damages on the
Company's financial condition, results of operations, or liquidity of
the period in which the ruling occurs, or future periods.

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 bid prices shown below is as reported by the Over the
Counter Bulletin Board.  The quotations shown reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not
necessarily represent actual transactions, and are shown to reflect
the 1 for 100 reverse split of the common stock that occurred on
January 21, 2005.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2005

                                                 High      Low

Quarter Ended December 31, 2005                  0.036     0.003
Quarter Ended September 30, 2005                 0.02      0.004
Quarter Ended June 30, 2005                      0.19      0.007
Quarter Ended March 31, 2005                     0.25      0.13

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

Holders of Common Equity.

     As of May 1, 2006, the Company had approximately 100 record
holders of its common stock.  The number of record holders was
determined from the records of the transfer agent and does not include
beneficial owners of common stock whose shares are held in the names
of various security brokers, dealers, and registered clearing agencies.

Dividend Information.

     The Company has not declared or paid a cash dividend to
stockholders since it was organized.  The board of directors presently
intends to retain any earnings to finance our operations and does not
expect to authorize cash dividends in the foreseeable future.  Any
payment of cash dividends in the future will depend upon our 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, 2005 have been
previously reported either in a Form 10-QSB or in a Form 8-K:

     On October 10, 2005, the Company granted options to purchase
shares of company common stock to the following current and former
directors (total of 82,500,000 shares): (i) James Alexander: 45,000,000
shares to cover accrued but not paid salary owed to him by the company;
(ii) Robert Hovee: 18,750,000 shares (subsequently reduced on November
17, 2005 to 2,000,000 shares) to cover services to be performed for
company; (iii) David J. Barnes: 9,375,000 shares (subsequently reduced
on December 8, 2005 to 2,000,000 shares) to cover services to be
performed for the company; and (iv) James R. Largent: 9,375,000 shares
(subsequently reduced on December 8, 2005 to 2,000,000 shares) to cover
services to be performed for the company.  These options are
exercisable into free trading shares of common stock under the
Company's Employee Stock Incentive Plan.  At various times between that
date and December 31, 2005, the Company granted additional options to
various individuals up to the total of 125,000,000 granted during the year.

     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.

     On August 31, 2005, the Company, Inc. consummated an agreement to
acquire all of the issued and outstanding capital stock of Senz-It,
Inc. from SUTI Holding, LP ("SUTI"), in exchange for 55 shares of the
Company's Class B preferred stock and a warrant for 18,000,000 shares
of common stock. The exercise price of the common shares under these
warrants is $0.0001 per share. The warrants vest immediately and
expire in August 2010.  Each share of Class B preferred stock is
convertible into 1% of the outstanding common shares of the Company,
including the common stock equivalents of all unexercised warrants,
options and convertible securities, or a minimum of 7,272,728 shares
of common stock.  Each share of Class B preferred stock is entitled to
the number of votes to which the holder would be entitled if it had
converted its shares of Class B preferred stock at the time of voting.

     According to the terms of the acquisition agreement, the warrants
and the preferred stock were issued upon the closing of this
transaction on August 31, 2005.  Under the terms of this agreement,
the Company is obligated, among other things, to raise capital in the
amount of $4,000,000 to support the product development of Senz-It,
Inc. by June 30, 2006.  If sufficient funds are not raised, SUTI has
the right to rescind the acquisition agreement.

     Under this agreement, SUTI is entitled to select three directors
to for the Company's board of directors.  As of June 20, 2005, Select
University Technologies, Inc., the general partner of SUTI, was hired
to manage all operations of Senz-It, Inc. under the terms of a Venture
Acceleration Agreement (see Exhibit 10.7).

     Since this transaction has been completed, Senz-It intends to
exercise the option it holds to enter into an exclusive, royalty-
bearing license with the State University of New York at Buffalo (see
Exhibit 10.6).  This license will cover patents developed by that
university that will enable Senz-It to develop technology with an
entirely new approach to sensing, process monitoring, homeland security
and environmental scanning applications.  When executed, this license
agreement will be disclosed in an amended Form 8-K.

     Fundraising efforts to move Senz-It to an engineering prototype
phase were initiated during the fourth quarter of 2005.  The
technology represented by Senz-It represents an innovative advancement
in the field of micro-sensors that have applications in homeland
security, indoor air quality monitoring, food processing and health
care.  The products are in the developing field of "electronic noses"
and can identify patterns of molecules present in air or liquid
environments for significantly less cost than current approaches.

     Prior to the transaction discussed above, the Company was a
public company with assets of $88,656, liabilities totalling
$1,075,978, and 66,570,285 shares of common stock issued and
outstanding; Senz-It was a privately-held, non-operating development
stage company. The transaction is considered to be a capital
transaction in substance, rather than a business combination.
Inasmuch, the transaction is equivalent to the issuance of stock by a
development stage company (Senz-It, Inc.) for the net monetary assets
of a public company (World Am, Inc.), accompanied by a
recapitalization. The accounting for the transaction is identical to
that resulting from a reverse acquisition, except goodwill and other
intangible assets were not recorded. Accordingly, these consolidated
financial statements are the historical financial statements of Senz-
It, Inc.

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 the United States Air Force and United States
Department of Energy, among others.  The principal markets for our
products and services remain government and financial institutions.

     The Company believes that its planned growth and
profitability will depend in large part on the ability to promote its
services, gain clients and expand its relationship with current
clients.  Accordingly, the Company intends to focus its attention and
investment of resources in marketing, strategic partnerships, and
development of its client base.  In addition to development of our own
products and services, we have broadened our product offering by
becoming distributors of additional products in our core marketplace
in order to generate additional revenues.  If the Company is not
successful in promoting its services and expanding its client base,
this may have a material adverse effect on its financial condition and
the ability to continue to operate the business.

     The Company believes its future growth and overall success will
be dependent upon its ability to develop the patent protected
technology represented by the Senz-It transaction.

Results of Operations.

     Senz-It was incorporated in the State of California on March 4,
2005. There is no historic financial information prior to that date.
Therefore, no prior year financial information is available to be
presented in the attached financial statements.

(a)  Revenues.

     Revenues for the period ended December 31, 2005 were $212,772.
The cost of revenues for the period ended December 31, 2005, was
$115,785, or approximately 54% of gross revenues. The principal reason
for the high cost of revenues is that certain costs, such as shop
overhead, are inelastic with respect to production volume. As a
result, with the absence of additional operational funding or
increased orders, the Company's ability to continue as a going concern
is still in doubt.

(b)  General and Administrative Expenses.

     General and administrative expenses for the period ended December
31, 2005 were $787,491, or approximately 370% of revenue. 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. However, management
has taken actions to significantly reduce general and administrative
expenses. These actions include facility consolidation and reduction
in the use of outside professionals and consultants whenever practical.

(c)  Other Income (Expense).

     The Company realized other income of $89,998 for the period ended
December 31, 2005, which resulted primarily from the advice given to
management that was advised by legal counsel that the settlement is
unenforceable in the State of Colorado and is prevented from being
presented in any other jurisdiction.  The actions that lead to this
involved the procedures under which the complaint was filed and the
settlement reached and recorded. Accordingly, the Company has
eliminated the settlement liability and recorded a settlement gain of
$116,000 as of December 31, 2005.

(d)  Net Operating Loss.

     The net loss from operations for the period ended December 31,
2005 was $600,507. 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 period ended December 31, 2005, the Company had a net
operating loss carry forward of $10,941,018, of which $10,340,511 was
incurred prior to the Senz-It acquisition. Realization of deferred tax
assets is dependent upon future earnings, if any, the timing and
amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance.

     As of December 31, 2005, the Company has available net operating
loss carryforwards that will expire in various periods through 2025.
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.

Operating Activities.

     The net cash used in operating activities was $327,442 for the
period ended December 31, 2005.

Liquidity and Capital Resources.

     As of December 31, 2005, the Company had total current assets of
$46,663 and total current liabilities of $1,183,772, resulting in a
working capital deficit of $1,137,109.  At December 31, 2005, the
Company's assets consisted primarily of net accounts receivable of
$24,108, inventory of $12,152, and cash of $10,403.  As a development
stage company that began operations in 2005, the Company has incurred
$600,507 in total losses from inception through December 31, 2005.
The Company has an accumulated deficit of $1,596,462 as of December
31, 2005.

     These factors raise substantial doubt as to the Company's ability
to continue as a going concern.  The Company's independent
accountants' audit report included in this Form 10-KSB includes a
substantial doubt paragraph regarding the Company's ability to
continue as a going concern.

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

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

     If funding is insufficient at any time in the future, 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.

     The net cash provided by financing activities was $336,910 for
the period ended December 31, 2005, primarily from the exercise of
employee stock options.

Contractual Obligations.

     The Company was obligated under a capital lease for manufacturing
equipment. For financial reporting purposes, minimum lease payments
relating to the equipment were capitalized.  The final payment on the
capital lease, amounting to $8,175 was the only remaining capital
lease obligation. However, the Company has renegotiated the lease
terms.  The Company is no longer obligated to pay the final payment
until it chooses to do so.  Until the final payment is made, the
equipment is now on a month-to-month rental; the lessor requires a
monthly rental payment of $425.  The Company has the right to return
the equipment to the lessor at any time.

     As a result, the Company has reclassified the obligation from a
capital lease to an operating lease.  This requires the Company to
remove both the lease obligation and the remaining book value of the
manufacturing equipment from the balance sheet.  Equipment under this
capital lease totals $10,563, which is net of accumulated depreciation
totaling $3,026.  This is $2,388 in excess of the remaining capital
lease obligation, resulting in a non-cash loss of $2,388.

Off Balance Sheet Arrangements.

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

Inflation.

     The impact of inflation on 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.

Critical Accounting Policies.

     The 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) stock based compensation
arrangements; and (c) revenue recognition.  The methods, estimates and
judgments the Company uses in applying these most critical accounting
policies have a significant impact on the results the company reports
in its financial statements.

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

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

(b)  Stock-Based Compensation Arrangements.

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

(c)  Revenue Recognition.

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

Forward Looking Statements.

     Information in this Form 10-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 manage 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 period from
March 4, 2005 (inception of Senz-It) through December 31, 2005 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  management,
including the Company's principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosure.

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

     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 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.

(a)  Stock issuances:

     (1)  On January 6, 2006, the Company issued 12,000,000 shares of
common stock to a consultant as payment for fees of $122,400
related to the merger and other matters ($0.0102 per share); of
those shares, 8,000,000 were restricted.

     (2)  During January 2006, the Company granted options to purchase
6,440,000 shares of the Company's common stock pursuant to the
Amended and Restated Employee Stock Incentive Plan. The options
were immediately exercised.  The shares had a fair value of
$60,220 ($0.009 per share).

     (3)  25,000,000 shares issued to the Company's transfer agent,
Island Stock Transfer, during February 2006 to hold in escrow for
eventual issuance for the employee stock option plan.  Escrowed
shares are included in issued shares, but not in outstanding
shares until such time as they are granted and exercised.  The
Company had a total of 17,620,000 shares held in escrow as of
December 31, 2005.

     (4)  During February 2006, the Company granted options to
purchase 4,773,077 shares of the Company's common stock pursuant
to the Amended and Restated Employee Stock Incentive Plan. The
options were immediately exercised.  The shares had a fair value
of $88,039 ($0.018 per share).

     (5)  30,879,999 shares were issued during March under the
exercise of various warrants, including 17,880,000 shares issued
to Select University Technologies, Inc. (on March 7, 2006, SUTI
Holdings, LP assigned the warrant for 18,000,000 shares it
received in the acquisition of Senz-It by the Company on August
31, 2005 to Select University Technologies, Inc. which exercised
the warrants in a cashless transaction that resulted in the
issuance of 17,880,000 restricted shares of common stock; the
balance of 120,000 shares was withheld in the cashless exercise
of this warrant).  All shares were restricted.

     (6)  During March 2006, the Company issued 500,000 shares of
common stock for services totalling $7,000 ($0.0140 per share).

     (7)  During March 2006, the Company granted options to purchase
1,300,000 shares of the Company's common stock pursuant to the
Amended and Restated Employee Stock Incentive Plan. The options
were immediately exercised.  The shares had a fair value of
$22,100 $0.017 per share).

     (8)   During April 2006, the Company granted options to purchase
300,000 shares of the Company's common stock pursuant to the
Amended and Restated Employee Stock Incentive Plan. The options
were immediately exercised.  The shares had a fair value of
$6,300 $0.021 per share).

     (9)  During April 2006, the Company issued 1,300,000 shares of
common stock for services totalling $18,200 ($0.014 per share).

     (b)  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; the certificate for 1,370 shares was returned to the
Company and cancelled.

     During May 2005, the Lender assigned all rights set forth in the
loan agreement to Coldwater Capital Partners, LLC.  On this basis, a
certificate for 1,370 shares of Class A preferred stock was issued on
June 4, 2005.  On July 21, 2005, the Company authorized that one share
of the Class A preferred stock be converted into 1,000,000 restricted
shares of common stock.  The Company never received any funding under
this loan agreement.  Therefore, in January 2006 the Company made the
determination to cancel the balance of 1,369 shares of Class A
preferred stock.  The Company is analyzing its alternatives with regard
to the 1,000,000 share conversion.

     (c)  On January 23, 2006, the Company entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc. (see Exhibit
4.17).  Under this agreement, Golden Gate agreed to purchase from the
Company a convertible debenture in the aggregate principal amount of
$1,000,000 (see Exhibit 4.18).  The conversion price is equal to the
lesser of (i) $0.20, or (ii) 80% of the average of the 3 lowest volume
weighted average prices during the 20 trading days prior to the
election to convert, or (iii) 80% of the volume weighted average price
on the trading day prior to the election to convert.

     In conjunction with the debenture, the Company issued to Golden
Gate a warrant, dated January 23, 2006, to purchase 10,000,000 shares
of common stock of the company, exercisable at $1.00 per share (see
Exhibit 4.19).  The Company also issued to Golden Gate a warrant,
dated January 23, 2006, to purchase up to that number of shares of
common stock equal to $2,750,000 divided by 120% of the average of the
current market prices of the common stock for the 20 trading days
prior to January 23, 2006, at a price per share equal to the 120% of
the average of the current market price of the common stock for the 20
trading days prior to January 23, 2006 (see Exhibit 4.20).

     Under an addendum to the debenture and the warrant (dated
February 7, 2006), the following was amended (among other things): (a)
the principal amount of the debenture was reduced to $100,000; (b) the
number of shares into which this debenture may be converted was
changed to equal to the dollar amount of the debenture being converted
multiplied by 110, minus the product of the conversion price
multiplied by 100 times the dollar amount of the debenture being
converted, and the entire foregoing result divided by the conversion
price; and (c) the exercise price of the first warrant was increased
to $1.09 per share, with the warrant exercised in an amount equal to
100 times the amount of the debenture being converted (see Exhibit
4.22).  With the execution of this addendum, this transaction was closed.

     In connection with this agreement, the Company also granted to
Golden Gate certain rights under a registration rights agreement,
dated January 23, 2006, to the shares to be issued upon conversion of
the debenture and the warrants (see Exhibit 4.21).

     Golden Gate provided the Company with an aggregate $150,000 on
February 7, 2006, as follows:

     - $100,000 for the debenture was disbursed directly to the Company;
       and

     - $50,000 has been retained for services provided to our company by
       various professionals (this amount represents a prepayment
       towards the exercise of $1.09 warrant).

     (d)  On February 7, 2006, the Company's Stock Incentive Plan was
amended and restated (Amendment No. 4) to change the exercise price
under this plan to $0.015 per share.

     (e)  On May 18, 2006, the Company's subsidiary, Isotec, Inc.,
issued a demand promissory note in favor of the Company's controlling
shareholder, SUTI Holdings, LP. (see Exhibit 10.10).  Under this note,
the Company may borrow up to $100,000.  These funds are being used to
assist in the ongoing operations of the Company.  Under the terms of
the promissory note in connection with this loan, the principal and
all accrued interest is to be no later than 30 days following the
commencement date.  The principal amount from time to time outstanding
is to bear simple interest from the commencement date through the
maturity date at a rate equal to 8% of the loan amount.  After an
Event of Default (as defined in the promissory note), all past due
principal and, to the extent permitted by applicable law, interest
upon this note is to bear interest at the rate per annum equal to 12%.
The Company has borrowed a total of $19,030 under this note.

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 stockholders 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
stockholders 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 company secretary; he resigned both positions
in June 2003.  On February 3, 2005, Al Youngs resigned as a director
in order to take a consulting position.  On November 7, 2005, Robert
Hovee was appointed chief executive officer and a director of.  On
November 10, 2005, the board of directors appointed David J. Barnes
and James R. Largent directors.  James Alexander resigned as president
on November 7, 2005 and as a director on November 11, 2005 in order to
pursue other interests.  Willis Kollars resigned as secretary and a
director on February 2, 2006 in order to pursue other interests.  Mr.
Barnes was appointed chief financial officer of the Company on
February 21, 2006.  Mr. Largent was appointed secretary of the Company
on March 20, 2006

(a)  Robert A. Hovee, Chief Executive Officer/Director

     Mr. Hovee, age 64, is a veteran senior executive, private
investor and entrepreneur.  He founded RAH Consulting Group, Inc., a
private company focused on new product development, strategic
planning, organizational issues, operations and international
marketing, in 1994.  Mr. Hovee has been an active private investor,
board member and advisor to early-stage technology companies for the
past 12 years.  Earlier, Mr. Hovee was chairman & CEO of Life Support
Products, Inc., a private medical technology venture he led from 1983
to 1993.  Currently Mr. Hovee serves on the boards of directors of
Select University Technology, Inc., a licensor of technologies
developed by universities (from July 1997), Curlin Medical, Inc., an
infusion pump manufacturer (from June 2000), and Metagenics, Inc., a
nutraceutical research and manufacturing company (from July 1997).  .

     Mr. Hovee received two B.A. degrees in marketing and
international business from the University of Washington, a Masters
degree in international management from the Garvin Graduate School of
International Management (Thunderbird), where he was the recipient of
the Barton Kyle Yount Scholarship.

(b)  David J. Barnes, Chief Financial Officer/Director.

     Mr. Barnes, age 49, served as a financial advisor, from 1983 to
1999, with the firms of UBS Paine Webber, Prudential Securities and
Spelman & Company.  At Prudential and Spelman, he worked extensively
in the areas of corporate finance and corporate and municipal cash
management.

     Mr. Barnes served as a board member and chief financial officer
of Cage Concepts, a bone cage manufacturer (June 1999 to October
2002), a board member and chair of the audit committee of Advanced
Spine Fixation Systems, Inc., a spinal implant manufacturer (October
1990 to February 2003), and a board member of Osteo Implants, an
orthopedic product manufacturer (January 2003 to September 2004).  Mr.
Barnes served as vice president finance and investor relations with
Commerce Energy Corporation from August 2004 to December 2004.

     From January 2000 to the present, Mr. Barnes has served as
president of Nexus Advisory Corporation.  He also serves as chairman
of the board and chairman of the audit committee of DataLabs of
Irvine, California, an electronic processor of clinical studies (from
May 2004).  Mr. Barnes received a B.S. degree in criminal justice from
San Diego State University in 1978, and also completed a municipal
securities management program at Emory University in 1984.

(c)  James R. Largent, Secretary/Director.

      Mr. Largent, age 56, has more than 30 years' experience in the
medical device and pharmaceutical industries.  Since 2002, he has
served as a medical device and pharmaceutical consultant with
assignments in the strategic planning, business development and
Medicare reimbursement areas.  From 1991 to 2002, Mr. Largent served
in positions of increasing responsibility with Irvine, California
based Allergan, Inc., which engages in the development and
commercialization of pharmaceutical products for the ophthalmic,
neurological, dermatological, and other markets. From 1996 to 2002, he
served as vice president, strategic planning, for this firm., being
responsible for corporate strategic planning and business development.
Mr. Largent received a B.A. degree in chemistry in 1992 and a Masters
degree in business in 1977 at the University of California, Irvine.

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
2005, and Form 5 with respect to fiscal 2005, and certain written
representations from executive officers and directors, the Company is
aware the following reports were not timely filed: (a) Form 4's for
Thomas Ferneau, the Company's former chief financial officer that
resigned on September 1, 2004, to report the sales of stock on January
12, 13, and 18, 2005; (b) a Form 4's for James Alexander, the
Company's former president that resigned on November 11, 2005, to
report obtaining an option for 45,000,000 shares on October 10, 2005,
the exercise on November 8, 2005 of 500,000 shares of this option and
the sale of the underlying shares, and the sale of shares on February
10, 2005, February 15, 2005, March 16, 2005, and July 22, 2005; (c) A
Form 4's for Robert Hovee, the Company's current chief executive
officer, to report the exercise on November 8, 2005 of 500,000 shares
of the option for 18,750,000 which he obtained on October 10, 2005
(prior to becoming an officer/director of the Company) and the sale of
the underlying shares, and the return of 16,250,000 of the shares
under this option to the Company on November 17, 2005; (d) Form 3 for
David Barnes to report his appointment to the board of directors on
November 10, 2005, and a Form 4 to report the return of 6,250,000 of
the shares under an option for 9,375,000 that he obtained on October
10, 2005 (prior to becoming an officer/director of the Company) to the
Company on December 8, 2005; and (e) Form 3 for James Largent to
report his appointment to the board of directors on November 10, 2005,
and a Form 4 to report the return of 6,250,000 of the shares under an
option for 9,375,000 that he obtained on October 10, 2005 (prior to
becoming an officer/director of the Company) to the Company on
December 8, 2005.  All of these notes Forms have been prepared and
filed with the SEC.  The Company is unaware that any other required
reports were not timely filed.

Committees of the Board of Directors.

     The Company does not have a nominating committee, compensation
committee, executive committee of our board of directors, stock plan
committee or any other committees, except for an Audit Committee,
which is composed of Messrs. Barnes and Largent (who are both
independent directors of the company); Mr Barnes has been designated
as an Audit Committee financial expert.

Code of Ethics.

     The Company has adopted a code of ethics that applies to our
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/chief executive officer.  No other
executive officer of the Company received total salary and bonus in
excess of $100,000 during the fiscal year ended December 31, 2005 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>
Robert A.      2005     $15,000(1)  -        -             -          18,750,000(2)    -         -
Hovee, CEO

James H.       2005     $77,025     -        -             -          45,000,000(4)    -         -
Alexander,     2004     $85,250     -      525            $131,793       308,500(5)    -         -
president (3)  2003     $59,600     -        -             -             200,000(6)    -         -
</TABLE>


All stock amounts shown are post-reverse split, which occurred on
January 21, 2005.

(1)  Of this amount, $15,000 has been paid and the other $15,000 has
been accrued but not paid.

(2)  This option is exercisable on grant (October 2005), and for a
period of 10 years thereafter, at 80% of the closing price on the
date of exercise.  500,000 shares covered by this option were
exercised and the underlying shares sold on November 8, 2005.
This option was amended on November 17, 2005 so that 16,250,000
of the shares under the option were returned to the Company on
that date.

(3)  Mr. Alexander resigned as president of the Company on November 7,
2005 and resigned as a director on November 11, 2005.

(4)  This option was granted to Mr. Alexander in October 2005 to cover
compensation under an existing employment agreement with the
Company that the company chose to honor as past of the change in
control of the company.  This option is exercisable on grant, and
for a period of 10 years thereafter, at 80% of the closing price
on the date of exercise.

(5)  Of the 308,500 (30,850,000 pre-split) shares underlying the
options granted in 2004, 136,000 (13,600,000 pre-split) were in
the name of Karen Alexander, an employee of the Company and wife
of Mr. Alexander.

(6)  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, 2005.



<TABLE>
<CAPTION>
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)
<S>                      <C>                 <C>                      <C>                  <C>
James H.                                                             80% of the
Alexander,                                                           closing price on
former President         45,000,000          36.00%                  the date of
                                                                     exercise (4)      October 10, 2015

Robert A. Hovee, Chief                                               80% of the
Executive Officer        18,750,000 (2)      15.00%                  closing price on
                                                                     the date of
                                                                     exercise (4)      October 10, 2015

David J. Barnes,                                                     80% of the
Chief Financial                                                     closing price on
Officer                   9,375,000 (3)      7.50%                  the date of
                                                                    exercise (4)       October 10, 2015

James R. Largent,                                                   80% of the
Secretary                 9,375,000 (3)      7.50%                  closing price on
                                                                    the date of
                                                                   exercise (4)        October 10, 2015
</TABLE>


(1)  Based on a total granted during the year of 125,000,000 under the
Company's Amended and Restated Employee Stock Incentive Plan
(Amendment No. 3).

(2)  This option was originally granted on October 10, 2005 in the
amount of 18,750,000.  500,000 shares under this option were exercised
on October 17, 2005, prior to Mr. Hovee becoming a director of the
Company.  This option was amended on November 17, 2005 so that
16,250,000 of the shares under the option were returned to the Company
on that date.  The remaining 2,000,000 shares under this option were
returned to the Company on February 14, 2006.

(3)  These options were originally granted on October 10, 2005 in the
amount of 9,375,000 each.  1,125,000 shares under each of these
options were exercised on October 17, 2005, prior to these individuals
becoming directors of the Company.  These options were amended on
December 8, 2005 so that 6,250,000 of the shares under each of these
options were returned to the Company on that date.  The remaining
2,000,000 shares under each of these options was returned to the
Company and cancelled on February 14, 2006.

(4)  The exercise price of these options was amended on February 7,
2005 to $0.015 per share with the adoption of Company's Amended and
Restated Employee Stock Incentive Plan (Amendment No. 4).

Aggregated Option/SAR Exercises In Fiscal Year December 31, 2005 and
Fiscal Year-End Option/SAR Values.



<TABLE>
<CAPTION>
Name                        Shares acquired on      Value realized       Number of             Value of
(a)                            exercise (#)              ($) (1)         securities            unexercised
                                   (b)                   (c)             underlying            in-the-money
                                                                         unexercised           options/SARs
                                                                         options/SARs          at FY-end
                                                                         at FY-end (#)             ($)
                                                                         Exercisable/          Exercisable/
                                                                         Unexercisable    Unexercisable (2)
                                                                              (d)                  (e)
<S>                              <C>                   <C>                 <C>                  <C>
James H. Alexander                                                         44,500,000
ex-president                     500,000               $430.89             exercisable       $445,000

Robert A. Hovee,                                                           2,000,000 (4)
CEO                              500,000               $1,615.85           exercisable       $20,000

David J. Barnes,                                                           2,000,000 (4)
Director                       1,125,000 (3)           $3,951.46           exercisable       $20,000

James R. Largent,                                                          2,000,000 (4)
Director                       1,125,000 (3)           $3,351.56           exercisable       $20,000
</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 (80% of the closing price on the date of exercise).  These
options were exercised in a cashless exercise and the underlying
securities immediately sold.

(2)  Based on the closing price on the last trading day of the year
(December 30, 2005) of $0.01 per share.

(3)  These option exercises occurred on November 8, 2005, prior to
both these individuals becoming directors of the Company.

(4)  All these remaining options were returned to the Company on
February 13, 2006 and cancelled.

Employment Agreement.

     On February 20, 2002, the Company entered into an employment
agreement with Mr. Alexander for the term of three years.  On January
20, 2004, the Company further amended this employment agreement.
Under Section 2.0 of this agreement, upon a change in control, this
agreement is to remain in effect for a period of twelve months beyond
the month in which such change of control occurred.  Since the change
in control of the Company as a result of the Senz-It acquisition
occurred in August 2005, then this employment agreement is terminate
at the end of August 2006.

     There is no employment agreement in place covering Mr. Hovee.

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, 2005 provided for or
contributed to by the Company.

     (c)  The Company has adopted various compensation plans for its
directors, employees and consultants.  We 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 May
1, 2006 (200,847,958 issued and 171,041,035 issued and outstanding (1))
by (i) all stockholders known to us to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all officers and
directors of the Company, individually and as a group:

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

Common Stock      SUTI Holdings, LP,             400,000,040 (3)   70.05%
                  4040 MacArthur Boulevard
                  Suite 240
                  Newport Beach, California 92660

Common Stock      James H. Alexander              42,288,462 (4)   19.82%
                  5495 West 115th Place
                  Westminster, Colorado 80020

Common Stock      Golden Gate Investors, Inc.,    18,983,445 (5)     9.99%
                  7817 Herschel Avenue
                  Suite 200
                  La Jolla, California 92037

Common Stock      Select University Technologies, 17,880,000       10.45%
                  Inc.
                  4040 MacArthur Boulevard
                  Suite 240
                  Newport Beach, California 92660

Common Stock     Robert A. Hovee                           0         0.00%
                  4040 MacArthur Boulevard
                  Suite 240
                  Newport Beach, California 92660

Common Stock      David R. Barnes                          0         0.00%
                  4040 MacArthur Boulevard
                  Suite 240
                  Newport Beach, California 92660

Common Stock      James R. Largent                         0         0.00%
                  4040 MacArthur Boulevard
                  Suite 240
                  Newport Beach, California 92660

Common Stock      Shares of all directors and              0         0.00%
                  executive officers as a group (3
                  persons)

(1)  Except as noted, 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.  Each
person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them.  The difference
between the issued shares and the issued and outstanding shares is
the number of shares held by the Company's transfer agent in escrow
for future issuances under the Company's Stock Incentive Plan.  The
number of outstanding shares has been adjusted for a one for one
hundred reverse split effective on January 21, 2005, and a three for
two stock dividend effective on August 15, 2005.

(2)  Applicable percentage ownership of common stock is based on
171,041,035 shares issued and outstanding as of May 1, 2006.
Beneficial ownership is determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of common stock
subject to options or convertible or exchangeable into such shares of
common stock held by that person that are currently exercisable, or
exercisable within 60 days, are included.

(3)  Each share of the 55 shares of Class B preferred stock owned by SUTI
Holdings LP is convertible by its terms into 1% of the outstanding
common shares of the Company, including the common stock equivalents
of all unexercised warrants, options and convertible securities, or a
minimum of 7,272,728 shares of common stock.  Since there are
171,041,035 shares issued and outstanding stock on May 1, 2006, the
55 preferred shares would convert into minimum of 7,272,728 times 55,
which equals 400,000,040 shares of common stock.

(4)  This amount consists of an option granted to Mr. Alexander in
October 2005 to cover compensation under an existing employment
agreement with the Company that it chose to honor as past of the
change in control of the company.  This option is exercisable on
grant, and for a period of 10 years thereafter, at $0.015 per share.

(5)  This amount is based on the current convertibility of both the
debenture and the warrants issued to Golden Gate Investors, Inc. by
the Company in connection with the Securities Purchase Agreement
between the parties and the limit on beneficial ownership as set
forth in that agreement of 9.99% of the outstanding shares of common
stock.  The amount was calculated based upon 9.99% of the amount of
outstanding shares that would result from the conversion by Golden
Gate plus the current outstanding shares of the Company.

Securities Authorized for Issuance under Equity Compensation Plans.

     The Company has adopted four equity compensation plans (none of
which has been approved by our stockholders) that still have shares
remaining to be issued as of December 31, 2005 (we intend to
deregister the remaining unissued shares under the 2002 Stock
Compensation Plan and the 2003 Consultants Stock Compensation Plan):

(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 stockholders, 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.  No
shares were issued under this plan during the year ended December 31,
2005.  As of December 31, 2005, there were 1,800,000 shares remaining
to be issued under this plan.

(b)  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
stockholders, 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.  The options are exercisable at
a price as determined in each case by the board of directors, but in
no event shall the price be less than 100% of the fair market value of
the shares on the date of grant.  There were no options granted under
the plan during the year ended December 31, 2005.  As of December 31,
2005, there were 13,000,000 shares of common stock remaining to be
issued under this plan.

(c)  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. 6 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 stockholders, by paying their retainer or fees
in the form of shares of common stock or stock options.  As of
December 31, 2005, all 291,000,000 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 2005).  A total of
103,565,494 shares were issued out of this plan in the year ended
December 31, 2005.  As of December 31, 2005, there were 22,984,363
shares of common stock remaining to be issued under this plan.

(d)  Employee Stock Incentive Plan.

     On January 22, 2001, the Company adopted an Employee Stock
Incentive Plan (the Company adopted Amendment No. 4 to this plan on
February 7, 2006).  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 235,000,000 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 October 2005).  The options are
exercisable at 80% of the closing price on the date of exercise
(subsequently amended in February 2006 to an exercise price of $0.015
per share).  There were options granted covering 125,000,000 shares
under the plan during the year ended December 31, 2005.  Options
representing 13,620,000 shares of common stock were exercised during
the year ended December 31, 2005.  As of December 31, 2005, there were
114,076,500 shares of common stock remaining to be issued under this plan.



<TABLE>
<CAPTION>
                                    Equity Compensation Plan Information
                                            December 31, 2005
                                                                                 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; 2003
                                                                              Consultants Stock Plan:
                                                                              13,000,000; Directors and
                                                                              Consultants Stock Plan:
                                                                              22,984,363; Employee Stock
                                                                              Plan: 114,076,500

Total                           0                       0                     2002 Stock Compensation Plan:
                                                                              1,800,000; 2003
                                                                              Consultants Stock
                                                                              Plan: 13,000,000;
                                                                              Directors and
                                                                              Consultants Stock
                                                                              Plan: 22,984,363;
                                                                              Employee Stock Plan:
                                                                              114,076,500
</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 stockholders (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, we agreed 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 our
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 an
employee stock purchase plan to be adopted by the Company and
registered under a Form S-8.  These shares shall vest in equal
installments 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 to be adopted by the Company
and registered under Form S-8 (these shares shall vest in equal
installments, 1,200,000 shares quarterly over the five year term.

     (b)  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.

     (c)  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.

     (d)  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.

     (e)  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.

     (f)  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 our 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.

     (g)  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 our 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.

     (h)  In August, September, and October 2004, the Company granted
to Mr. Ferneau (the former chief financial officer) options to purchase
a total of 52,100 (5,210,000 pre-split) shares of our 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.

     (i)  On June 10, 2005, the Company entered into a share exchange
agreement with Senz-It, Inc., a California corporation, and its
stockholder, SUTI Holdings LP.  Under the terms of this agreement, the
Company issued the following in exchange for all 1,000,000 shares of
Senz-It common stock outstanding:

     (1)  Warrants to purchase a total of 12,000,000 shares of our
     common stock, exercisable at $0.0001 per share for a period of
     five years after issuance; and

     (2)  55 shares of the Company Series B preferred stock (each
     share of which is convertible, at the option of the holder, at
     any time after the issuance of such share into that number of
     fully paid and nonassessable shares of common stock equal to 1%
     of the outstanding shares of our common stock then outstanding,
     after giving consideration to the shares issued as a result of
     the conversion, any options, warrants, or other convertible
     securities then outstanding, and any other securities issued
     simultaneously on the date of conversion).  Each share of Class B
     preferred stock will be entitled to the number of votes to which
     the holders thereof would be entitled if they converted their
     shares of Class B preferred stock at the time of voting.

According to the terms of the share exchange agreement, the warrants
and the preferred stock are to be issued upon the closing of this transaction.

     On August 31, 2005, the parties entered into a first amendment to
share exchange agreement and closed this transaction.  Under the terms
of this amendment, the parties made the following changes, among
others, to the Share Exchange Agreement:

     (1) the warrant was increased to a total of 18,000,000 shares of
     common stock;

     (2)  the conversion terms of the Series B preferred stock was
     modified so that each share is convertible into the greater of
     (i) 1% of the outstanding shares of common stock of the Company
     then outstanding, after giving consideration to the shares issued
     as a result of the conversion, any options, warrants, or other
     convertible securities then outstanding, and any other securities
     issued simultaneously on the date of conversion, and (ii)
     7,272,728 shares of common stock;

     (3)  reference to stockholder approval on the part of the Company
     was deleted since under Nevada law such approval is not required;
     and

     (4)  The Company agrees that no company securities will be
     issued without the written permission of SUTI, except shares
     issued for services as agreed by the Company and SUTI unless and
     until director and officer insurance is obtained.

With the issuance of the Series B convertible preferred stock, the
stockholders now control a majority of the voting power of the
Company.

     Senz-It then exercised the option it holds to enter into an
exclusive, royalty-bearing license with the State University of New
York at Buffalo.  This license will cover patents developed by that
university that will enable Senz-It to develop technology with an
entirely new approach to sensing, process monitoring, homeland security
and environmental scanning applications.  When executed, this license
agreement will be disclosed in an amended Form 8-K.

     As of June 20, 2005, Select University Technologies, Inc., the
general partner of SUTI, had been hired to manage all operations of
Senz-It, Inc. under the terms of a Venture Acceleration Agreement.

     (j)  On June 13, 2005, the Company borrowed $5,000 under a
promissory note from Torrey Peaks Ventures, a company controlled by
the Company's then president, James Alexander (see Exhibit 10.5).
This note was amended on July 14, 2005 (see Exhibit 10.6) so that: (a)
the term was extended to one year from the commencement date, and (b)
the note was assigned to Innovision, Ltd., a firm controlled by Karen
Alexander, Mr. Alexander's wife.  This note is still outstanding.

     (k)  On October 10, 2005, the Company granted options to purchase
shares of company common stock to the following current and former
directors: (i) James Alexander: 45,000,000 shares to cover accrued but
not paid salary owed to him by the company; (ii) Robert Hovee:
18,750,000 shares (subsequently reduced on November 17, 2005 to
2,000,000 shares) to cover services to be performed for company; (iv)
David J. Barnes: 9,375,000 shares (subsequently reduced on December 8,
2005 to 2,000,000 shares) to cover services to be performed for the
company; and (v) James R. Largent: 9,375,000 shares (subsequently
reduced on December 8, 2005 to 2,000,000 shares) to cover services to
be performed for the company.  These options are exercisable into free
trading shares of common stock under the Company's Employee Stock
Incentive Plan.  On February 13, 2006, all remaining options held by
Mr. Hovee, Mr. Barnes, and Mr. Largent was returned to the Company and
cancelled.

     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 our stockholders.  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 its 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 L.L. Bradford & Company, LLC
("Accountant") for the audit of the Company's annual financial
statements, and review of financial statements included in the
company's Form 10-QSB's: 2005: approximately $18,000; and 2004: $12,702.

Audit-Related Fees.

     The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the Accountant 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 Accountant 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 Accountant, other than the
services reported above: $0.

Audit Committee.

     The Company's Audit Committee consists of David J. Barnes and
James R. Largent, both of whom are independent directors.  The Audit
Committee has not adopted a written charter.  Mr. Barnes has been
designated as the Audit Committee's "financial expert" as defined in
Item 401(e) of Regulation S-B.

     The primary responsibility of the Audit Committee is to oversee
the Company's 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 Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       World Am, Inc.



Dated: May 19, 2006                    By: /s/ Robert A. Hovee
                                       Robert A. Hovee,
                                       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 Company and in the capacities and on the dates indicated:

         Signature                    Title                   Date

/s/ Robert A. Hovee          Chief Executive               May 19, 2006
Robert A. Hovee              Officer/Director

/s/  David J. Barnes         Chief Financial               May 19, 2006
David J. Barnes              Officer/Director

/s/ James R. Largent         Secretary/Director            May 19, 2006
James R. Largent



          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
World Am, Inc.
Newport Beach, California

We have audited the accompanying consolidated balance sheet of World
Am, Inc. as of December 31, 2005, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for
the period from March 4, 2005 (Inception) through December 31, 2005.
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, 2005, and the results of its
activities and cash flows for the period from March 4, 2005
(Inception) through December 31, 2005 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
April 21, 2006
Las Vegas, Nevada


                              WORLD-AM, INC.
                       (A Development Stage Company)
                        CONSOLIDATED BALANCE SHEET
                            DECEMBER 31, 2005

                                 ASSETS

Current assets
Cash                                                           $     10,403
Accounts receivable, net of allowances of $0.00                      24,108
Inventory                                                            12,152

Total current assets                                                 46,663

Fixed assets, net                                                     5,870

Technology Licenses & Options
Other assets                                                          7,050

Total assets                                                         59,583

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities                            229,793
Due to stockholders                                                 559,075
Payroll taxes payable                                               296,724
Settlement liability                                                      0
Line of credit                                                            0
Notes payable                                                        98,180
Convertible note payable                                                  0
Capital lease obligation                                                  0

Total current liabilities                                         1,183,772

Total liabilities                                                 1,183,772

Commitments and contingencies                                            --

Stockholders' deficit
Class A preferred stock; $0.0001 par value; 40,000,000
shares authorized, 1,369 shares issued
and no shares outstanding                                                --

Class B preferred stock; $0.0001 par value;
40,000,000  shares authorized, 55 shares issued and
outstanding                                                              --

Common stock; $0.0001 par value; 1,500,000,000 shares
authorized, 131,167,959 shares issued and 113,547,959
shares issued and outstanding (1)                                    11,355

Warrants to purchase common stock at $0.0001
per share; 18,000,000
authorized, issued and outstanding                                        0

Additional paid-in capital                                          684,958
Receivable related to issuance of common stock                     (224,040)
Accumulated deficit                                              (1,596,462)

Total stockholders' deficit                                      (1,124,189)

Total liabilities and stockholders' deficit                          59,583

(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.  The difference of 17,620,000 shares are those
that are being held in escrow at the Company's transfer agent in
connection with the Company's Stock Incentive Plan.

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


                             WORLD-AM, INC.
                     (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              From Inception
                                                              (March 4, 2005)
                                                                  Through
                                                             December 31, 2005

Revenues                                                      $   212,772

Cost of revenues                                                  115,785

Gross profit                                                       96,987

General and administrative                                        787,491

Loss from operations                                             (690,504)

Other income (expense)
Other income/(Loss)                                               (14,092)
Interest income                                                         2
Settlement gain                                                   116,000
Interest expense                                                  (11,913)
Total other income (expense)                                       89,997

Loss before provision for income taxes                           (600,507)

Provision for income taxes                                             --

Net loss                                                         (600,507)

Basic and diluted loss per common share                             (0.01)

Basic and diluted weighted average common
shares outstanding (1)                                         40,137,947

(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.

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


                              WORLD-AM, INC.
                      (A Development Stage Company)
              CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
            INCEPTION (MARCH 4, 2005) THROUGH DECEMBER 31, 2005



<TABLE>
<CAPTION>                                Class A Preferred    Class B Preferred
                       Common Stock           Stock               Stock
                                                                                    Add'l                                 Total
                                                                                    Paid-in     Other    Accumulated  Stockholder's
                     Shares    Amount    Shares      Amount    Shares    Amount     Capital   Receivables   Deficit      Deficit
<S>                  <C>       <C>       <C>         <C>       <C>       <C>        <C>        <C>          <C>       <C>
Senz-It, Inc.
inception,
March 4, 2005             --  $      --         --   $     --        --  $      --  $     --    $      --   $   --     $       --

Issuance of Shares to
Senz-It, Inc.
founders                  --         --          --        --        55         --    10,000           --       --         10,000

Assumption by Senz-It,
Inc. of World Am,
Inc. capital structure,
outstanding warrants,
and options on August
31, 2005.        66,570,285 (1)   6,656       1,369        --         --        --   221,978      (220,000)   (995,956)  (987,322)

Common stock issued
in September 2005 for
services, weighted
average $0.004 per share
                15,410,573        1,541          --        --         --        --    52,916            --          --     54,457
Common stock issued in
October 2005 for
services, weighted
average $0.003 per share
                12,748,670        1,275          --        --         --        --    39,521            --          --     40,796

Common stock issued in
October 2005 for
services, weighted
average $0.018 per share
                1,795,574           180          --        --         --        --    31,961           --           --     32,141

Common stock issued in
November 2005 to
employees, weighted
average $0.024 per share
              10,375,000          1,038         --         --         --        --   249,229           --           --    250,267

Common stock issued in
December 2005 to
employees, weighted
average $0.024 per share
              2,005,000             201         --         --         --        --    19,460       (4,040)          --      15,622
Common stock issued in
December 2005 for
satisfaction of all
obligations related to a
convertible note
payable, weighted average
$0.013 per share
             4,642,857             464          --         --         --        --    59,893            --          --      60,357

Net loss
                    --              --          --         --         --        --        --            --    (600,507)   (600,507)

Balance, December 31, 2005
            113,547,959 $       11,355       1,369         --         55        --   684,958     (224,040)  (1,596,462)  (1,124,189)
</TABLE>



(1)  Adjusted for a one for one hundred reverse split effective on
January 21, 2005, and a three for two stock dividend effective on
August 15, 2005.

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


                                       WORLD-AM, INC.
                                (A Development Stage Company)
                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                              From Inception
                                                              (March 4, 2005)
                                                                  Through
                                                             December 31, 2005

Cash flows from operating activities:
Net loss
                                                                $  (600,507)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation                                                          1,840
Stock issued for services                                           187,751
Amortization of prepaid services
related to issuance of common stock                                      --
Amortization of discount on convertible
note payable                                                             --

Loss on reclassification of capital lease asset                       2,388

Settlement gain                                                    (116,000)
Changes in operating assets and liabilities:
Change in accounts receivable, net                                   24,008
Change in inventory                                                  (1,068)
Change in other assets                                                3,200
Change in accounts payable and accrued liabilities                   58,741
Change in payroll taxes payable                                     112,205

Net cash used in operating activities                              (327,442)

Cash flows from investing activities:
Cash acquired in reverse merger                                         935
Net cash provided by investing activities                               935

Cash flows from financing activities:
Change in due to related parties                                    115,223
Proceeds from sale of preferred stock                                10,000
Proceeds from exercise of employee options                          265,888
Proceeds (payments) from line of credit                              (8,481)
Proceeds from notes payable                                              --
Principal payments on convertible note payable                      (30,000)
Principal payments on note payable                                  (15,720)
Assumption of capital lease obligation                                   --
Principal payments on capital lease obligations                          --
Proceeds related to stock options exercised in 2003
recorded as receivable related to the issuance of
common stock                                                             --

Net cash provided by financing activities                           336,910

Net change in cash                                                   10,403

Cash, beginning of period                                                --

Cash, end of period                                                  10,403

Supplemental disclosure of cash flow information:
Cash paid for income taxes                                               --
Cash paid for interest                                                4,227

Schedule of non-cash operating, investing and
financing activities:
Acquisition of Senz-It, Inc. Patent Licenses and Options          1,063,992

Acquisition other assets and liabilities in reverse merger         (995,956)

Issuance of 55 shares of Class B Preferred stock                         --

Issuance of warrants for purchase of 18,000,000 shares
of common stock                                                          --

Assumption of capital lease obligation                                   --

Issuance of 627,750 shares of common stock for prepaid
services                                                                 --

Issuance of 300,000 shares of common stock
for receivable                                                           --

Warrants recorded as discount on convertible note payable                --

Issuance of 55 shares of Class B Preferred stock                         --

652,175 shares of common stock issued in
satisfaction of notes payable                                            --

Issuance of warrant for purchase of 18,000,000 shares
of common stock                                                          --

Reclassification of capital lease                                    (8,175)

Removal of fixed asset due to
reclassification of capital lease                                    10,563

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


                               WORLD AM, INC.
                       (A Development Stage Company)
                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 a wholly owned subsidiary of the Company.  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 on December 20, 2002, 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.

On August 31, 2005, The Company consummated an agreement to acquire
all of the issued and outstanding capital stock of Senz-It, Inc., in
exchange for 55 shares of the Company's Class B preferred stock and a
warrant for 18,000,000 shares of common stock. The exercise price of
the common shares under these warrants is $0.0001 per share. The
warrants vested immediately and expire in August 2010. Each share of
Class B preferred stock is convertible into 1% of the outstanding
common shares of the Company, including the common stock equivalents
of all unexercised warrants, options and convertible securities, or a
minimum of 7,272,728 shares of common stock.

The transaction is considered to be a capital transaction in
substance, rather than a business combination, with Senz-It, Inc.
being the acquirer for accounting purposes. Inasmuch, the transaction
is equivalent to the issuance of stock by a development stage company
(Senz-It, Inc.) for the net monetary assets of a public company (World
Am, Inc.), accompanied by a recapitalization. The accounting for the
transaction is identical to that resulting from a reverse acquisition,
except goodwill or other intangible assets were not recorded, because,
in the judgement of Company management, no goodwill or other
intangible assets can be associated with The Company Accordingly,
these consolidated financial statements are the historical financial
statements of Senz-It, Inc.

Senz-It was incorporated in the State of California on March 4, 2005.
There is no historic financial information prior to that date.
Therefore, no prior year financial information is available to be
presented in the attached financial statements.

Going Concern - The Company incurred a net loss of approximately
$600,000 for the period from inception through December 31, 2005. The
Company's current liabilities exceed its current assets by
approximately $1,137,000. The accumulated deficit was approximately
$1,596,000 as of December 31, 2005. These factors create substantial
doubt about the Company's ability to continue as a going concern.  The
Company's management has plans to promote its services, gain clients
and expand its relationships with current clients. The Company will
also seek additional sources of capital through the issuance of debt
and equity financing, but there can be no assurance that the Company
will be successful in accomplishing its objectives.  The Company will
require at least $5,000,000 to sustain operations and implement its
business plan.

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 outstanding. In October 2000, the Company had a
thirty-to-one reverse split of common shares outstanding. In January
2005, the Company had a 100-to-one reverse split of common shares
outstanding. In August 2005, the Company had a three-for-two stock
dividend on 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, and its subsidiaries,
Isotec, Inc., Technology Development International, Inc. ("TDI"), and
Senz-It, Inc. TDI is a dormant entity with no assets, liabilities, or
operations as of December 31, 2005 and for the period from inception
through December 31, 2005. 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.

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

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.  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.  No research and development costs
were incurred for the year ended December 31, 2005.

Advertising and Marketing Costs - The Company recognizes advertising
and marketing costs in accordance with Statement of Position No. 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.  No advertising expenses were incurred
for the year ended December 31, 2005.

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 ("SFAS") 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, 2005, the Company has available net operating loss
carryforwards that will expire in various periods through 2025.  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 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 has adopted the provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No.
148, "Accounting for Stock-Based Compensation, Transition and
Disclosure."  Under these standards, companies are encouraged, but not
required, to adopt the fair-value method of accounting for employee
stock-based compensation.  The fair value method is required for all
stock-based compensation issued to non-employees, including
consultants and advisors.  Under the fair value method, compensation
cost relating to issuances of stock options, warrants and appreciation
rights is measured at the grant date based on the fair value of the
award and is recognized over the service period, which is usually the
vesting period.  Companies are permitted to continue to account for
employee stock-based compensation under Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees,"
but are required to disclose pro forma net loss, stock compensation
cost and earnings per share as if the fair value method has been
adopted.

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 and non-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 period from
inception through December 31, 2005, no shares were excluded from the
computation of diluted earnings per share because their effect would
be antidilutive.  Net loss per share for the period from inception
through December 31, 2005 reflect the 100-to-1 reverse stock split
that occurred during January 2005 and the three-for-two stock dividend
that occurred in August 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, the Company 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 - ACQUISITION OF SENZ-IT, INC. AND REVERSE MERGER ACCOUNTING

On August 31, 2005, the Company consummated an agreement to acquire
100% of the issued and outstanding capital stock of Senz-It, Inc. In
exchange, the Company issued a warrant for 18,000,000 shares of its
common stock and 55 shares of Class B convertible preferred stock to
SUTI Holdings LP (SUTI), owner of Senz-It, Inc. The exercise price of
the common shares under these Warrants is $0.0001 per share. The
warrants vest immediately and expire in August 2010. Each share of
Class B preferred stock is convertible into 1% of the outstanding
common shares of the Company, including the common stock equivalents
of all unexercised warrants, options and convertible securities, or a
minimum of 7,272,728 shares of common stock.

SUTI has the right to vote its preferred shares on an "as if" basis,
that is, as if the Class B preferred shares had already been converted
into common shares.  In addition, SUTI has selected three directors to
sit on the Company board of directors, constituting a majority of the
Board. Select University Technology, Inc, an affiliate of SUTI, has
been hired to manage all operations of Senz-It, Inc.

Prior to the transaction, World Am, Inc. was a public company with
assets of $88,656, liabilities totalling $1,075,978, and 66,570,285
shares of common stock issued and outstanding; Senz-It was a privately
owned, non-operating development stage company. The transaction is
considered to be a capital transaction in substance, rather than a
business combination, with Senz-It, Inc. being the acquirer for
accounting purposes. Inasmuch, the transaction is equivalent to the
issuance of stock by Senz-It, Inc. for the net monetary assets of a
public shell company (World Am, Inc.), accompanied by a
recapitalization. The Company issued 55 shares of its Class B
convertible preferred stock for all of the issued and outstanding
common stock of Senz-It, Inc. The accounting for the transaction is
identical to that resulting from a reverse acquisition, except
goodwill or other intangible assets were not recorded, because, in the
judgement of Company management, no goodwill or other intangible
assets can be associated with World Am, Inc. Accordingly, these
financial statements are the historical financial statements of Senz-
It, Inc. Senz-It, Inc. was incorporated on March 4, 2005. Therefore,
these financial statements reflect activities from March 4, 2005 (Date
of Inception for Senz-It, Inc.) and forward. Inasmuch as Senz-It did
not exist prior to the current year, no prior year financial
comparisons are possible.

In connection with the acquisition of Senz-It, Inc., the Company
accrued the cost of a finder's fee and other services of $204,400 to a
consultant. This fee comprises a cash payment of $80,000 and the
issuance of 12 million shares of common stock, valued at $122,400 on
December 31, 2005.

The following is a pro forma Statement of Operations showing the
effect as if the Company and Senz-It had been combined from the date
of Senz-It's inception:


                   Condensed Pro Forma Statement of Operations
                 Period from Inception through December 31, 2005
                                  (Unaudited)

     Revenue                                          $    434,763

     Cost of revenues                                      308,273

    Gross profit                                           126,490

    Selling, general and administrative
    expenses                                             1,861,049

    Loss from operations                                (1,734,559)

     Other income (expense)                               (166,155)

     Loss before provision for income taxes             (1,900,714)

     Provision for income taxes                                  -

     Net loss                                          $(1,900,714)

NOTE 3 - ACCOUNTS RECEIVABLE

In February 2005, the Company entered into a factoring and security
agreement for up to $75,000. This amount has been used primarily for
accounts receivable factoring, and also for a $30,000 convertible note
payable. The factoring is secured by specifically identified accounts
receivable; the factored amounts are charged fees and interest on a
sliding scale.  The maximum usage of the line was $76,000 at September
30, 2005, exceeding the credit line by $1,000.  The $30,000 note
payable was paid during the quarter ended December 31, 2005.  The
amount owed for factoring at December 31, 2005 was $46,180

NOTE 4 - INVENTORY

Inventory totaling $12,152 consists of raw materials.

NOTE 5 - FIXED ASSETS

Fixed assets consist of the following as of December 31, 2005:

Furniture and equipment                             $  30,568
Less: accumulated depreciation                         14,135

                                                    $  16,433

NOTE 6 - OTHER ASSETS

The Company had $7,250 in Other Assets at December 31, 2005. Of this
amount, $4,000 is the cost of an option to license patented technology
from the State University of New York at Buffalo. The Company intends
to exercise this option to enter into an exclusive, royalty-bearing
license with the State University of New York at Buffalo, to market an
innovative technology in the field of micro-sensor elements and sensor
arrays. The Company's Senz-It subsidiary intends to commercialize and market
this technology in the homeland security, indoor air quality, food
purity and processing and medical diagnostic industries. End-users
have a stake in a quick, reliable, accurate and economical approach to
sensing the presence and quantifying the amount of various toxic or
dangerous substances.

The patented core technology enables a precise tailoring of
formulations, processing parameters and engineering. The resulting
sensor products significantly exceed performance specifications of
existing devices for accuracy, reliability, ease of use and economical
purchase.

The option to license this technology has been extended past the
original December 20, 2005 expiration date.

The terms and conditions of the intended license agreement will include
payment of all past and future patent costs associated with the patent rights;
a 3% royalty on gross sales; a $25,000 license issue fee; and a 10% equity
interest in the Company.  Additionally, the Company will sponsor research for a
five year period after the license agreement is signed, and Senz-It is funded:
$25,000 for the first year, $50,000 for the second year, $75,000 for the third
year, $100,000 for the fourth year and for $125,000 for the fifth year.  The
research funded by these funds does not need to relate to the technology
rights, and may be used by the inventors for the research projects of
their choosing.  In addition, if it is practical for engineering
development work related to the core technology to be done in the
inventors' lab, these costs will be paid for by the Company and are in
addition to the funding described above.

NOTE 7 - DUE TO STOCKHOLDERS

Due to stockholder totaling $559,075 as of December 31, 2005 consist of
unreimbursed expenses and accrued wages to various stockholders and
employees, including $298,921 that is owed to the Company's former
president and chief executive officer for accrued salary and expenses,
and a $5,000 note payable to a company controlled by him.

NOTE 8 - PAYROLL TAXES PAYABLE

As of December 31, 2005, payroll taxes payable consists of late
payroll taxes for both payroll and stock option activity totalling
$296,724.

NOTE 9 - LINE OF CREDIT

The Company has a line of credit through a credit card company with a
credit line up to $5,000 with an annual variable rate currently at 0%.
As of December 31, 2005, the balance on the line of credit totalled $0.

NOTE 10 - NOTES PAYABLE

The Company had a total of $98,180 in notes payable at December 31, 2005.

In April 2005 the Company entered into an accounts receivable
factoring and security agreement for up to $75,000 with a financing
entity.  However, the account receivable was used as collateral for
the factoring agreement, and was not assigned to the lender.  When
payment from the customer was received, the factor was not paid,
placing the Company in default on the loan.  Under the settlement
agreement of December 2005, the Company agreed to pay interest at an
annual rate of 19%. At December 31, 2005 the amount owed under the
settlement agreement was $46,180.

In April 2005 the Company issued a $30,000 note to an individual.  The
note is due on demand, is secured by stock and bears interest at the
rate of 8% per annum.

The remaining $22,000 of notes payable are due on demand, bear no
interest and are unsecured.

NOTE 11 - RECLASSIFICATION OF CAPITAL LEASE OBLIGATION

The Company was obligated under a capital lease for manufacturing
equipment. For financial reporting purposes, minimum lease payments
relating to the equipment were capitalized.  The final payment on the
capital lease, amounting to $8,175 was the only remaining capital lease
obligation. However, the Company has renegotiated the lease terms.  The
Company is no longer obligated to pay the final payment until it
chooses to do so.  Until the final payment is made, the equipment is
now on a month-to-month rental; the lessor requires a monthly rental
payment of $425.  The Company has the right to return the equipment to
the lessor at any time.

As a result, the Company has reclassified the obligation from a capital
lease to an operating lease.  This requires the Company to remove both
the lease obligation and the remaining book value of the manufacturing
equipment from the balance sheet.  Equipment under this capital lease
totals $10,563, which is net of accumulated depreciation totaling
$3,026.  This is $2,388 in excess of the remaining capital lease
obligation, resulting in a non-cash loss of $2,388.

NOTE 12 - PREFERRED STOCK

(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; the certificate for 1,370 shares was returned to the
Company and cancelled.

During May 2005, the Lender assigned all rights set forth in the loan
agreement to Coldwater Capital Partners, LLC.  On this basis, a
certificate for 1,370 shares of Class A preferred stock was issued on
June 4, 2005.  On July 21, 2005, the Company authorized that one share
of the Class A preferred stock be converted into 1,000,000 restricted
shares of common stock.  The Company never received any funding under
this loan agreement.  Therefore, in January 2006 the Company made the
determination to cancel the balance of 1,369 shares of Class A
preferred stock.  The Company is analyzing its alternatives with regard
to the 1,000,000 share conversion.

(b)  On August 31, 2005, the Company completed a Share Exchange
Agreement (see Note 2) with Senz-It, Inc. Under this agreement, Senz-
It becomes a wholly owned subsidiary of the Company in exchange for 55
shares of Class B convertible preferred stock (among other
consideration).  Each share of Class B preferred stock is convertible
into the greater of (a) that number of shares of common stock of the
Company equal to 1% of the outstanding shares of common stock of the
Company as of the date of the conversion, after giving consideration
to the shares issued as a result of the conversion, any options,
warrants, or other convertible securities then outstanding, and any
other securities issued simultaneously on the date of conversion, or
7,272,728 shares of common stock.

NOTE 13 - COMMON STOCK

On August 31, 2005, the Company consummated an agreement to acquire
100% of the issued and outstanding capital stock of Senz-It, Inc. In
exchange for the 1,000,000 shares of Senz-It, Inc., the Company issued
a warrant for 18,000,000 shares of its common stock and 55 shares of
Class B convertible preferred stock to SUTI Holdings LP (SUTI), owner
of Senz-It, Inc. The exercise price of the common shares under these
Warrants is $0.0001 per share. The warrants vest immediately and
expire in August 2010. Each share of Class B preferred stock is
convertible into 1% of the outstanding common shares of the Company,
including the common stock equivalents of all unexercised warrants,
options and convertible securities (see Note 2), or a minimum of
7,272,728 shares of common stock.

Subsequent to the merger, there have been the following issuances of
free trading shares of common stock:

During September 2005, the Company issued 15,410,573 shares in payment
for services valued at $54,457.

During October 2005, the Company issued 12,748,670 shares in payment
for services valued at $40,796.

During October 2005, the Company issued 1,795,574 shares with market
value of $32,141 to employees exercising stock options.

During November 2005, the Company issued 10,375,000 shares with market
value of $250,267 to employees exercising stock options.

During December 2005, the Company issued 2,005,000 shares with market
value of $19,661 to employees exercising stock options.

During December 2005, the Company issued 4,642,857 shares in payment
for services valued at $60,357.

NOTE 14 - STOCK WARRANTS AND OPTIONS

(a)   At the merger date, Senz-It, Inc. assumed all liabilities and
obligations of World Am, Inc.  This included $30,000 of warrants
granted to holders of convertible notes issued in February, 2005, and
an additional $10,000 issued in July 2004.  The number of warrants to
be received by the holder shall be determined by dividing the purchase
price of the Units ($10,000) by the lowest bid price of the Company's
common stock during the thirty day period following the Pricing
Period, which is the 365 days following the issuance of the
convertible notes.  The Company recorded the value of the warrants as
a discount on the convertible notes payable that had been fully
accreted as of June 30, 2005.  4,642,857 shares were issued on
December 8, 2005 in a cashless exercise to satisfy all obligations
related to a convertible note.  The fair value of the shares was
$60,357.  $30,000 of warrants were outstanding at December 31, 2005,
which expire in ten years.

(b)   As discussed in Note 2, SUTI Holdings, LP, founder and sole
stockholder of Senz-It, Inc., was granted 18,000,000 warrants at an
exercise price of $0.0001.  The warrants vested immediately, and
expire in 10 years.  During February, 2006, SUTI Holdings LP assigned
these warrants to its General Partner, Select University Technologies,
Inc.  17,880,000 shares were issued in a cashless exercise on March 7,
2006 (the balance of 120,000 shares was withheld in the cashless
exercise of the warrant).  The fair value of the shares was $268,200.

(c)   The World Am, Inc. Amended and Restated Employee Stock Incentive
Plan, dated February 7, 2006, is intended to allow designated officers
and employees, and certain non-employees of the Company, to receive
certain options to purchase common stock, and to receive grants
subject to certain restrictions.  The purpose of this Plan is to
provide employees with equity-based compensation incentives to make
significant and extraordinary contributions to the long-term
performance and growth of the Company, and to attract and retain
employees of exceptional ability.

The maximum number of shares of stock that may be issued is
235,000,000.  The purchase price of shares under the plan is $0.015
per share (see Note 19). The Company pays the sales commission on the
exercise of each option.  The option period begins on the date of
grant of the incentive option and will not exceed ten years.  There
were options granted covering 125,000,000 shares under the plan during
the year ended December 31, 2005.  Options representing 13,620,000
shares of common stock were exercised during the year ended December
31, 2005.  As of December 31, 2005, there were 114,076,500 shares of
common stock remaining to be issued under this plan.

NOTE 15 - RECEIVABLES RELATED TO ISSUANCE OF COMMON STOCK

(a)  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 fulfil 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
believes 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.

(b)  During December 2005, an employee exercised 500,000 shares of
stock options. As of December 31, 2005 the Company had not yet
received $4,040 from the stockbroker managing the stock option plan,
and recorded a receivable for that amount. These funds were received
during January 2006.

NOTE 16 - COMMITMENTS AND CONTINGENCIES

Operating Leases - The Company operates from a leased facility under a
non-cancellable operating lease. The agreement calls for monthly base
rent of $3,820, which increases on each anniversary of the lease.
Rent expense totalled $81,472, which includes $35,435 for a facility
no longer leased, for the period ended December 31, 2005 and includes
various operating costs in addition to the base rent.

As of December 31, 2005, future minimum rental payments required under
the operating leases are as follows:

2006     $30,560
Total:   $30,560

Legal issues - 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 suit has not been settled.

Management believes the Company has meritorious claims and defenses to
the plaintiffs' claims and ultimately will prevail on the merits.
However, this matter remains in the early stages of litigation and
there can be no assurance as to the outcome of the lawsuit. Litigation
is subject to inherent uncertainties, and unfavorable rulings could
occur. Were unfavorable rulings to occur, there exists the possibility
of a material adverse impact of money damages on the Company's
financial condition, results of operations, or liquidity of the period
in which the ruling occurs, or future periods.

NOTE 17 - SETTLEMENT LIABILITY

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 sought total monetary damages of
approximately $308,000.

On July 27, 2005, the Company settled this matter. Under the terms of
this settlement, the Company was obligated to pay the sum of $116,000
over a period of four years in semi-annual instalments, beginning on
October 1, 2005. The plaintiffs were obligated to pay the Company the
sum of $2,000 per instalment payment to reimburse it for
administrative costs in connection with the payment.  Accordingly, the
Company assumed a settlement liability of $116,000 from World Am, Inc.
on August 31, 2005, with $29,000 recorded as short-term or amounts due
within one year and $87,000 recorded as long-term.

Management has been advised by local legal counsel that the settlement
is now unenforceable in the State of Colorado because the action
dismissed the plaintiff with prejudice, and cannot be presented in any
other jurisdiction.  The actions that lead to this involved the
procedures under which the complaint was filed and the settlement
reached and recorded.  In addition, this legal counsel has advised
that a new action cannot be refilled since the relevant statute of
limitations on this matter has expired.  Accordingly, the Company has
eliminated the settlement liability and recorded a settlement gain of
$116,000 as of December 31, 2005.

NOTE 18 - INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting
for Income Taxes," which requires use of the liability method.  SFAS
No. 109 provides that deferred tax assets and liabilities are recorded
based on the difference between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences.  Deferred tax assets
and liabilities at the end of each period are determined using the
current enacted tax rates applied to taxable income in the periods in
which the deferred tax assets and liabilities are expected to be
settled or realized.

For the period ended December 31, 2005, the Company had a net
operating loss carry forward of $11,041,136, of which $10,340,511 was
incurred by the Company prior to the merger. 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, due to the uncertainty of the
realization, by a valuation allowance.

As of December 31, 2005, the Company has available net operating loss
carry forwards that will expire in various periods through 2025. 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.

Deferred Income Tax Asset - Net operating loss carryforwards    $ 1,445,714
Less: Valuation Allowance                                        (1,445,714)

Total Deferred Income Taxes                                     $         0

NOTE 19 - SUBSEQUENT EVENTS

(a)  Stock issuances:

(1)  On January 6, 2006, the Company issued 12,000,000 shares of
common stock to a consultant as payment for fees of $122,400
related to the merger and other matters ($0.0102 per share); of
those shares, 8,000,000 were restricted.

(2)  During January 2006, the Company granted options to purchase
6,440,000 shares of the Company's common stock pursuant to the
Amended and Restated Employee Stock Incentive Plan. The options
were immediately exercised.  The shares had a fair value of
$60,220 ($0.009 per share).

(3)  25,000,000 shares issued to the Company's transfer agent,
Island Stock Transfer, during February 2006 to hold in escrow for
eventual issuance for the employee stock option plan.  Escrowed
shares are included in issued shares, but not in outstanding
shares until such time as they are granted and exercised.  The
Company had a total of 17,620,000 shares held in escrow as of
December 31, 2005.

(4)  During February 2006, the Company granted options to
purchase 4,773,077 shares of the Company's common stock pursuant
to the Amended and Restated Employee Stock Incentive Plan. The
options were immediately exercised.  The shares had a fair value
of $88,039 ($0.018 per share).

(5)  30,879,999 shares were issued during March under the
exercise of various warrants, including 17,880,000 shares issued
to Select University Technologies, Inc. (on March 7, 2006, SUTI
Holdings, LP assigned the warrant for 18,000,000 shares it
received in the acquisition of Senz-It by the Company on August
31, 2005 to Select University Technologies, Inc. which exercised
the warrants in a cashless transaction that resulted in the
issuance of 17,880,000 restricted shares of common stock; the
balance of 120,000 shares was withheld in the cashless exercise
of this warrant).  All shares were restricted.

(6)  During March 2006, the Company issued 500,000 shares of
common stock for services totalling $7,000 ($0.0140 per share).

(7)  During March 2006, the Company granted options to purchase
1,300,000 shares of the Company's common stock pursuant to the
Amended and Restated Employee Stock Incentive Plan. The options
were immediately exercised.  The shares had a fair value of
$22,100 $0.017 per share).

(8)   During April 2006, the Company granted options to purchase
300,000 shares of the Company's common stock pursuant to the
Amended and Restated Employee Stock Incentive Plan. The options
were immediately exercised.  The shares had a fair value of
$6,300 $0.021 per share).

(9)  During April 2006, the Company issued 1,300,000 shares of
common stock for services totalling $18,200 ($0.014 per share).

(b)  See Note 12, Preferred Stock, for a discussion of Class A
preferred stock.

(c)  On January 23, 2006, the Company entered into a Securities
Purchase Agreement with Golden Gate Investors, Inc.  Under this
agreement, Golden Gate agreed to purchase from the Company a
convertible debenture in the aggregate principal amount of $1,000,000.
The conversion price is equal to the lesser of (i) $0.20, or (ii) 80%
of the average of the 3 lowest volume weighted average prices during
the 20 trading days prior to the election to convert, or (iii) 80% of
the volume weighted average price on the trading day prior to the
election to convert.

In conjunction with the debenture, the Company issued to Golden Gate a
warrant, dated January 23, 2006, to purchase 10,000,000 shares of
common stock of the company, exercisable at $1.00 per share.  The
Company also issued to Golden Gate a warrant, dated January 23, 2006,
to purchase up to that number of shares of common stock equal to
$2,750,000 divided by 120% of the average of the current market prices
of the common stock for the 20 trading days prior to January 23, 2006,
at a price per share equal to the 120% of the average of the current
market price of the common stock for the 20 trading days prior to
January 23, 2006.

Under an addendum to the debenture and the warrant (dated February 7,
2006), the following was amended (among other things): (a) the
principal amount of the debenture was reduced to $100,000; (b) the
number of shares into which this debenture may be converted was
changed to equal to the dollar amount of the debenture being converted
multiplied by 110, minus the product of the conversion price
multiplied by 100 times the dollar amount of the debenture being
converted, and the entire foregoing result divided by the conversion
price; and (c) the exercise price of the first warrant was increased
to $1.09 per share, with the warrant exercised in an amount equal to
100 times the amount of the debenture being converted.  With the
execution of this addendum, this transaction was closed.

In connection with this agreement, the Company also granted to Golden
Gate certain rights under a registration rights agreement, dated
January 23, 2006, to the shares to be issued upon conversion of the
debenture and the warrants.

Golden Gate provided the Company with an aggregate $150,000 on
February 7, 2006, as follows:

     - $100,000 for the debenture was disbursed directly to the Company;
       and

     - $50,000 has been retained for services provided to our company by
       various professionals (this amount represents a prepayment
       towards the exercise of $1.09 warrant).

(d)  On February 7, 2006, the Company's Stock Incentive Plan was
amended and restated (Amendment No. 4) to change the exercise price
under this plan to $0.015 per share.

(e)  On May 18, 2006, the Company's subsidiary, Isotec, Inc., issued a
demand promissory note in favor of the Company's controlling
shareholder, SUTI Holdings, LP.  Under this note, the Company may
borrow up to $100,000.  These funds are being used to assist in the
ongoing operations of the Company.  Under the terms of the promissory
note in connection with this loan, the principal and all accrued
interest is to be no later than 30 days following the commencement
date.  The principal amount from time to time outstanding is to bear
simple interest from the commencement date through the maturity date
at a rate equal to 8% of the loan amount.  After an Event of Default
(as defined in the promissory note), all past due principal and, to
the extent permitted by applicable law, interest upon this note is to
bear interest at the rate per annum equal to 12%.  The Company has
borrowed a total of $19,030 under this note.

                         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).

4.15    Amended and Restated Employee Stock Incentive Plan
        (Amendment No. 3), dated October 17, 2005 (incorporated by
        reference to Exhibit 4 of the Form S-8 POS filed on December
        6, 2005).

4.16    Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 6), dated December 22,
        2005 (incorporated by reference to Exhibit 4 of the Form S-8
        POS filed on January 6, 2006).

4.17    Securities Purchase Agreement between the Company and Golden
        Gate Investors, Inc., dated January 23, 2006 (incorporated
        by reference to Exhibit 4.1 of the Form 8-K filed on
        February 10, 2006).

4.18    6 3/4% Convertible Debenture issued to Golden Gate Investors,
        Inc., dated January 23, 2006 (incorporated by reference to
        Exhibit 4.2 of the Form 8-K filed on February 10, 2006).

4.19    Warrant to Purchase Common Stock (due January 6, 2009)
        issued to Golden Gate Investors, Inc., dated January 23,
        2006 (incorporated by reference to Exhibit 4.3 of the Form
        8-K filed on February 10, 2006).

4.20    Warrant to Purchase Common Stock (due January 6, 2011)
        issued to Golden Gate Investors, Inc., dated January 23,
        2006 (incorporated by reference to Exhibit 4.4 of the Form
        8-K filed on February 10, 2006).

4.21    Registration Rights Agreement between the Company and Golden
        Gate Investors, Inc., dated January 23, 2006 (incorporated
        by reference to Exhibit 4.5 of the Form 8-K filed on
        February 10, 2006).

4.22    Addendum to Convertible Debenture and Warrant To Purchase
        Common Stock, dated February 7, 2006 (incorporated by
        reference to Exhibit 4.6 of the Form 8-K filed on February 10, 2006).

4.23    Amended and Restated Employee Stock Incentive Plan
        (Amendment No. 4), dated February 7, 2006 incorporated by
        reference to Exhibit 4 of the Form S-8 POS filed on February 14, 2006).

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).

10.4    Share Exchange Agreement between the Company, on the one
        hand, and Senz-It, Inc. and the shareholder of Senz-It, on
        the other hand, dated June 10, 2005 (including the
        following: Exhibit A: Shares to be Issued; Exhibit B:
        Warrant; Exhibit C: Series B Preferred Stock Certificate of
        Designation; and Exhibit I: Funding Schedule) (not including
        the following: Exhibit D: World Am, Inc. Officer's
        Certificate; Exhibit E: Senz It, Inc. Officer's Certificate;
        Exhibit F: Senz It Financial Statements; Exhibit G: Senz It
        Contracts; Exhibit H: World Am Contracts; Exhibit J: Form 8-
        K; Exhibit K: Press Release; Schedule 5.7: Taxes; and
        Schedule 5.9: Legal Proceedings) (incorporated by reference
        to Exhibit 10.1 of the Form 8-K/A filed on September 7, 2005).

10.5    Promissory Note issued by the Company in favor of Torrey
        Peaks Ventures, dated June 13, 2005 (incorporated by
        reference to Exhibit 10.1 of the Form 8-K filed on March 21, 2006).

10.6    Amendment "A" to Promissory Note, dated July 14, 2005
        (incorporated by reference to Exhibit 10.2 of the Form 8-K
        filed on March 21, 2006).

10.7    First Amendment to Share Exchange Agreement between the
        Company, on the one hand, and Senz-It, Inc. and the
        shareholder of Senz-It, on the other hand, dated August 31,
        2005 (incorporated by reference to Exhibit 10.2 of the Form
        8-K/A filed on September 7, 2005).

10.8    Option to Exclusive License Agreement between Senz-It Inc.
        and The Research Foundation of State University of New York,
        dated June 20, 2005 (incorporated by reference to Exhibit
        10.3 of the Form 8-K/A filed on September 7, 2005).

10.9    Venture Acceleration Agreement between Senz-It, Inc. and
        Select University Technologies, Inc., dated June 20, 2005
        (incorporated by reference to Exhibit 10.4 of the Form 8-K/A
        filed on November 28, 2005).

10.10   Demand Promissory Note issued by the Company in favor of
        SUTI Holdings, LP, dated May 18, 2006 (filed herewith).

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

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

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

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

31.1    Rule 13a-14(a)/15d-14(a) Certification of Robert A. Hovee
        (filed herewith).

31.2    Rule 13a-14(a)/15d-14(a) Certification of David J. Barnes
        (filed herewith).

32      Section 1350 Certification of Robert A. Hovee and David J.
        Barnes (filed herewith).

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

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

99.3    Press release issued by the Company, dated June 13, 2005
        (incorporated by reference to Exhibit 99 of the Form 8-K
        filed on June 16, 2005).

99.4    Press Release issued by the Company, dated August 9, 2005
        (incorporated by reference to Exhibit 99.2 of the Form 8-K/A
        filed on September 7, 2005).

99.5    Press Release issued by the Company, dated September 7, 2005
        (incorporated by reference to Exhibit 99.3 of the Form 8-K/A
        filed on September 7, 2005).

99.6    Press Release issued by the Company, dated November 7, 2005
        (incorporated by reference to Exhibit 99 of the Form 8-K
        filed on November 14, 2005).

99.7    Press Release issued by the Company, dated November 14, 2005
        (incorporated by reference to Exhibit 99 of the Form 8-K
        filed on November 16, 2005).

99.8    Press Release issued by the Company, dated February 21, 2006
        (incorporated by reference to Exhibit 99 of the Form 8-K
        filed on March 2, 2006).