EX-14

                 CODE OF BUSINESS CONDUCT AND ETHICS

                  (AS APPROVED BY THE BOARD OF DIRECTORS)

THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING
OFFICER), AND EMPLOYEE & CERTAIN OUTSIDE ADVISORS & CONSULTANTS OF
WORLD AM COMMUNICATONS, INC.  (THE "COMPANY").

To further the Company's fundamental principles of honesty, loyalty,
fairness and forthrightness, the board of directors of the Company
(the "BOARD:") has established and adopted this Code of Business
Conduct and Ethics (this "CODE").

This Code strives to deter wrongdoing and promote the following six
objectives:

     - honest and ethical conduct;

     - avoidance of conflicts of interest;

     - full, fair, accurate, timely and transparent disclosure;

     - compliance with applicable government and self-regulatory
       organization laws, rules and regulations;

     - prompt internal reporting of Code violations; and

     - accountability for compliance with the Code.

Below, we discuss situations that require application of our
fundamental principles and promotion of our objectives. If you believe
there is a conflict between this Code and a specific procedure, please
consult the Company's board of directors for guidance.

Each of our directors, officers and employees & outside
consultants/advisors is expected to:

     - understand the requirements of your position, including Company
       expectations and governmental rules and regulations that apply to
       your position;

     - comply with this Code and all applicable laws, rules and regulations;

     - report any violation of this Code of which you become aware; and

     - be accountable for complying with this Code.

                              ETHICS ADMINISTRATOR

All matters concerning this Code shall be heard by the board of directors.

                              ACCOUNTING POLICIES

The Company will make and keep books, records and accounts, which in
reasonable detail accurately and fairly present the Company's transactions.

All directors, officers, employees and other persons are prohibited
from directly or indirectly falsifying or causing to be false or
misleading any financial or accounting book, record or account. You
and others are expressly prohibited from directly or indirectly
manipulating an audit, and from destroying or tampering with any
record, document or tangible object with the intent to obstruct a
pending or contemplated audit, review or federal investigation. The
commission of, or participation in, one of these prohibited activities
or other illegal conduct will subject you to federal penalties, as
well as to punishment, up to and including termination of employment.

No director, officer or employee of the Company may directly or
indirectly make or cause to be made a materially false or misleading
statement, or omit to state, or cause another person to omit to state,
any material fact necessary to make statements made not misleading, in
connection with the audit of financial statements by independent
accountants, the preparation of any required reports whether by
independent or internal accountants, or any other work which involves
or relates to the filing of a document with the Securities and
Exchange Commission ("SEC").

                 AMENDMENTS AND MODIFICATIONS OF THIS CODE

There shall be no amendment or modification to this Code except upon
approval by the board of directors.

In case of any amendment or modification of this Code that applies to
an officer or director of the Company, the amendment or modification
shall be posted on the Company's website within two days of the board
vote or shall be otherwise disclosed as required by applicable law or
the rules of any stock exchange or market on which the Company's
securities are listed for trading. Notice posted on the website shall
remain there for a period of twelve months and shall be retained in
the Company's files as required by law.

                      ANTI-BOYCOTT AND U.S. SANCTIONS LAWS

The Company must comply with anti-boycott laws of the United States,
which prohibit it from participating in, and require us to report to
the authorities any request to participate in, a boycott of a country
or businesses within a country. If you receive such a request, report
it to your immediate superior, our CEO, or to the chairman of the
board of directors. We will also not engage in business with any
government, entity, organization or individual where doing so is
prohibited by applicable laws.

                      ANTITRUST AND FAIR COMPETITION LAWS

The purpose of antitrust laws of the United States and most other
countries is to provide a level playing field to economic competitors
and to promote fair competition. No director, officer or employee,
under any circumstances or in any context, may enter into any
understanding or agreement, whether express or implied, formal or
informal, written or oral, with an actual or potential competitor,
which would illegally limit or restrict in any way either party's
actions, including the offers of either party to any third party. This
prohibition includes any action relating to prices, costs, profits,
products, services, terms or conditions of sale, market share or
customer or supplier classification or selection.

It is our policy to comply with all U.S. antitrust laws. This policy
is not to be compromised or qualified by anyone acting for or on
behalf of our Company. You must understand and comply with the
antitrust laws as they may bear upon your activities and decisions.
Anti-competitive behavior in violation of antitrust laws can result in
criminal penalties, both for you and for the Company. Accordingly, any
question regarding compliance with antitrust laws or your
responsibilities under this policy should be directed to our CEO or
the chairman of the board of directors, who may then direct you to our
legal counsel. Any director, officer or employee found to have
knowingly participated in violating the antitrust laws will be subject
to disciplinary action, up to and including termination of employment.

Below are some scenarios that are prohibited and scenarios that could
be prohibited for antitrust reasons. These scenarios are not an
exhaustive list of all prohibited and possibly prohibited antitrust
conduct. Again, when in doubt about any situation, whether it is
discussed below or not, you should consult with our CEO or the
chairman of the board of directors, who may then direct you to our
legal counsel.

The following scenarios are prohibited for antitrust or anti-
competition reasons:

     - proposals or agreements or understanding-express or implied,
       formal or informal, written or oral-with any competitor regarding
       any aspect of competition between the Company and the competitor
       for sales to third parties;

     - proposals or agreements or understanding with customers which
       restrict the price or other terms at which the customer may
       resell or lease any product to a third party; or

     - proposals or agreements or understanding with suppliers which
       restrict the price or other terms at which the Company may resell
       or lease any product or service to a third party.

The following business arrangements could raise anti-competition or
antitrust law issues. Before entering into them, you must consult with
our CEO or the chairman of the board of directors, who may then direct
you to our legal counsel:

     - exclusive arrangements for the purchase or sale of products or services;

     - bundling of goods and services;

     - technology licensing agreements that restrict the freedom of the
       licensee or licensor; or

     - agreements to add an employee of the Company to another entity's
       board of Directors.

                                   BRIBERY

You are strictly forbidden from offering, promising or giving money,
gifts, loans, rewards, favors or anything of value to any governmental
official, employee, agent or other intermediary (either inside or
outside the United States) which is prohibited by law. Those paying a
bribe may subject the Company and themselves to civil and criminal
penalties. When dealing with government customers or officials, no
improper payments will be tolerated. If you receive any offer of money
or gifts that is intended to influence a business decision, it should
be reported to your supervisor, our CEO or the chairman of the board
of directors immediately.

The Company prohibits improper payments in all of its activities,
whether these activities are with governments or in the private sector.

             COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company's goal and intention is to comply with the laws, rules and
regulations by which we are governed. In fact, we strive to comply not
only with requirements of the law but also with recognized compliance
practices. All illegal activities or illegal conduct are prohibited
whether or not they are specifically set forth in this Code.

Where law does not govern a situation or where the law is unclear or
conflicting, you should discuss the situation with your supervisor,
our CEO or the chairman of the board of directors, who may then direct
you to our legal counsel. Business should always be conducted in a
fair and forthright manner. Directors, officers and employees are
expected to act according to high ethical standards.

                   COMPUTER AND INFORMATION SYSTEMS

For business purposes, officers and employees are provided telephones
and computer workstations and software, including network access to
computing systems such as the Internet and e-mail, to improve personal
productivity and to efficiently manage proprietary information in a
secure and reliable manner. You must obtain the permission from your
supervisor or our CEO to install any software on any Company computer
or connect any personal laptop to the Company network. As with other
equipment and assets of the Company, we are each responsible for the
appropriate use of these assets. Except for limited personal use of
the Company's telephones and computer/e-mail, such equipment may be
used only for business purposes. Officers and employees should not
expect a right to privacy of their e-mail or Internet use. All e-mails
or Internet use on Company equipment is subject to monitoring by the Company.

                 CONFIDENTIAL INFORMATION BELONGING TO OTHERS

You must respect the confidentiality of information, including, but
not limited to, trade secrets and other information given in
confidence by others, including but not limited to partners,
suppliers, contractors, competitors or customers, just as we protect
our own confidential information. However, certain restrictions about
the information of others may place an unfair burden on the Company's
future business. For that reason, directors, officers and employees
should coordinate with your supervisor or the CEO to ensure
appropriate agreements are in place prior to receiving any
confidential third-party information. In addition, any confidential
information that you may possess from an outside source, such as a
previous employer, must not, so long as such information remains
confidential, be disclosed to or used by the Company. Unsolicited
confidential information submitted to the Company should be refused,
returned to the sender where possible and deleted, if received via the
Internet.

                   CONFIDENTIAL AND PROPRIETARY INFORMATION

It is the Company's policy to ensure that all operations, activities
and business affairs of the Company and our business associates are
kept confidential to the greatest extent possible. Confidential
information includes all non-public information that might be of use
to competitors, or that might be harmful to the Company or its
customers if disclosed. Confidential and proprietary information about
the Company or its business associates belongs to the Company, must be
treated with strictest confidence and is not to be disclosed or
discussed with others.

Unless otherwise agreed to in writing, confidential and proprietary
information includes any and all methods, inventions, improvements or
discoveries, whether or not patentable or copyrightable, and any other
information of a similar nature disclosed to the directors, officers
or employees of the Company or otherwise made known to the Company as
a consequence of or through employment or association with the Company
(including information originated by the director, officer or
employee). This can include, but is not limited to, information
regarding the Company's business, products, processes, and services.
It also can include information relating to research, development,
inventions, trade secrets, intellectual property of any type or
description, data, business plans, marketing strategies, engineering,
contract negotiations, contents of the Company intranet and business
methods or practices.

The following are examples of information that is not considered
confidential:

     - information that is in the public domain to the extent it is
       readily available;

     - information that becomes generally known to the public other than
       by disclosure by the Company or a director, officer or employee; or

     - information you receive from a party that is under no legal
       obligation of confidentiality with the Company with respect to
       such information.

We have exclusive property rights to all confidential and proprietary
information regarding the Company or our business associates. The
unauthorized disclosure of this information could destroy its value to
the Company and give others an unfair advantage. You are responsible
for safeguarding Company information and complying with established
security controls and procedures. All documents, records, notebooks,
notes, memoranda and similar repositories of information containing
information of a secret, proprietary, confidential or generally
undisclosed nature relating to the Company or our operations and
activities made or compiled by the director, officer or employee or
made available to you prior to or during the term of your association
with the Company, including any copies thereof, unless otherwise
agreed to in writing, belong to the Company and shall be held by you
in trust solely for the benefit of the Company, and shall be delivered
to the Company by you on the termination of your association with us
or at any other time we request.

                          CONFLICTS OF INTEREST

Conflicts of interest can arise in virtually every area of our
operations. A "conflict of interest" exists whenever an individual's
private interests interfere or conflict in any way (or even appear to
interfere or conflict) with the interests of the Company. We must
strive to avoid conflicts of interest. We must each make decisions
solely in the best interest of the Company. Any business, financial or
other relationship with suppliers, customers or competitors that might
impair or appear to impair the exercise of our judgment solely for the
benefit of the Company is prohibited.

Here are some examples of conflicts of interest:

     - FAMILY MEMBERS--Actions of family members may create a conflict
       of interest. For example, gifts to family members by a
       supplier of the Company are considered gifts to you and must be
       reported.  Doing business for the Company with organizations
       where your family members are employed or that are partially or
       fully owned by your family members or close friends may create a
       conflict or the appearance of a conflict of interest. For
       purposes of this Code "family members" includes any child,
       stepchild, grandchild, parent, stepparent, grandparent, spouse,
       sibling, mother-in-law, father-in-law, son-in-law, daughter-in-
       law, brother-in-law or sister-in-law, and adoptive relationships.

     - GIFTS, ENTERTAINMENT, LOANS, OR OTHER FAVORS--Directors, officers
       and employees shall not seek or accept personal gain, directly or
       indirectly, from anyone soliciting business from, or doing
       business with the Company, or from any person or entity in
       competition with us.  Examples of such personal gains are gifts,
       non-business-related trips, gratuities, favors, loans, and
       guarantees of loans, excessive entertainment or rewards. However,
       you may accept gifts of a nominal value.  Other than common
       business courtesies, directors, officers, employees and
       independent contractors must not offer or provide anything to any
       person or organization for the purpose of influencing the
       person or organization in their business relationship with us.

     Directors, officers and employees are expected to deal with
advisors or suppliers who best serve the needs of the Company as
to price, quality and service in making decisions concerning the
use or purchase of materials, equipment, property or services.
Directors, officers and employees who use the Company's advisors,
suppliers or contractors in a personal capacity are expected to
pay market value for materials and services provided.

     - OUTSIDE EMPLOYMENT--Officers and employees may not participate in
       outside employment, self-employment, or serve as officers,
       directors, partners or consultants for outside organizations, if
       such activity:

     - reduces work efficiency;

     - interferes with your ability to act conscientiously in our
       best interest; or

     - requires you to utilize our proprietary or confidential
       procedures, plans or techniques.

You must inform your supervisor or the CEO of any outside employment,
including the employer's name and expected work hours.

You should report any actual or potential conflict of interest
involving yourself or others of which you become aware to your
supervisor or our CEO. Officers and directors should report any actual
or potential conflict of interest involving yourself or others of
which you become aware to the chairman of the board of directors.

     CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS

You are prohibited from:

     - taking for yourself, personally, opportunities that are
       discovered through the use of Company property, information or position;

     - using Company property, information or position for personal gain; or

     - competing with the Company.

You have a duty to the Company to advance its legitimate interests
when the opportunity to do so arises.

You are personally responsible and accountable for the proper
expenditure of Company funds, including money spent for travel
expenses or for customer entertainment. You are also responsible for
the proper use of property over which you have control, including both
Company property and funds and property that customers or others have
entrusted to your custody. Company assets must be used only for proper
purposes.

Company property should not be misused. Company property may not be
sold, loaned or given away regardless of condition or value, without
proper authorization. Each director, officer and employee should
protect our assets and ensure their efficient use. Theft, carelessness
and waste have a direct impact on the Company's profitability. Company
assets should be used only for legitimate business purposes.

               DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE

Disciplinary actions for violations of this Code can include oral or
written reprimands, suspension or termination of employment or a
potential civil lawsuit against you. The violation of laws, rules or
regulations, which can subject the Company to fines and other
penalties, may result in your criminal prosecution.

                    DISCLOSURE POLICIES AND CONTROLS

The continuing excellence of the Company's reputation depends upon our
full and complete disclosure of important information about the
Company that is used in the securities marketplace. Our financial and
non-financial disclosures and filings with the SEC must be
transparent, accurate and timely. Proper reporting of reliable,
truthful and accurate information is a complex process involving
cooperation between many departments and disciplines. We must all work
together to insure that reliable, truthful and accurate information is
disclosed to the public.

The Company must disclose to the SEC, current security holders and the
investing public information that is required, and any additional
information that may be necessary to ensure the required disclosures
are not misleading or inaccurate. The Company requires you to
participate in the disclosure process, which is overseen by our CEO
and principal accounting officer. The disclosure process is designed
to record, process, summarize and report material information as
required by all applicable laws, rules and regulations. Participation
in the disclosure process is a requirement of a public company, and
full cooperation and participation by our CEO, principal accounting
officer and, upon request, other employees in the disclosure process
is a requirement of this Code.

Officers and employees must fully comply with their disclosure
responsibilities in an accurate and timely manner or be subject to
discipline of up to and including termination of employment.

                      ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to managing and operating our assets in a
manner that is protective of human health and safety and the
environment. It is our policy to comply, in all material respects,
with applicable health, safety and environmental laws and regulations.
Each employee is also expected to comply with our policies, programs,
standards and procedures.

                        FILING OF GOVERNMENT REPORTS

Any reports or information provided, on our behalf, to federal, state,
local or foreign governments should be true, complete and accurate.
Any omission, misstatement or lack of attention to detail could result
in a violation of the reporting laws, rules and regulations.

                         FOREIGN CORRUPT PRACTICES ACT

The United States Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to foreign government
officials or foreign political candidates in order to obtain, retain
or direct business. Accordingly, corporate funds, property or anything
of value may not be, directly or indirectly, offered or given by you
or an agent acting on our behalf, to a foreign official, foreign
political party or official thereof or any candidate for a foreign
political office for the purpose of influencing any act or decision of
such foreign person or inducing such person to use his influence or in
order to assist in obtaining or retaining business for, or directing
business to, any person.

You are also prohibited from offering or paying anything of value to
any foreign person if it is known or there is a reason to know that
all or part of such payment will be used for the above-described
prohibited actions. This provision includes situations when
intermediaries, such as affiliates, or agents, are used to channel
payoffs to foreign officials.

                       INSIDER TRADING OR TIPPING

Directors, officers and employees who are aware of material, non-
public information from or about the Company (an "INSIDER"), are not
permitted, directly or through family members or other persons or
entities, to:

     - buy or sell securities (or derivatives relating to such
       securities) of the Company; or

     - pass on, tip or disclose material, nonpublic information to
       others outside the Company including family and friends.

Such buying, selling or trading of securities may be punished by
discipline of up to and including termination of employment; civil
actions, resulting in penalties of up to three times the amount of
profit gained or loss avoided by the inside trade or stock tip, or
criminal actions, resulting in fines and jail time.

Examples of information that may be considered material, non-public
information in some circumstances are:

     - undisclosed annual, quarterly or monthly financial results, a
       change in earnings or earnings projections, or unexpected or
       unusual gains or losses in major operations;

     - undisclosed negotiations and agreements regarding mergers,
       concessions, joint ventures, acquisitions, divestitures, business
       combinations or tender offers;

     - undisclosed major management changes;

     - a substantial contract award or termination that has not been
       publicly disclosed;

     - a major lawsuit or claim that has not been publicly disclosed;

     - the gain or loss of a significant customer or supplier that has
       not been publicly disclosed;

     - an undisclosed filing of a bankruptcy petition by the Company;

     - information that is considered confidential; and

     - any other undisclosed information that could affect our stock price.

The same policy also applies to securities issued by another company
if you have acquired material, nonpublic information relating to such
company in the course of your employment or affiliation with the Company.

When material information has been publicly disclosed, each insider
must continue to refrain from buying or selling the securities in
question until the third business day after the information has been
publicly released to allow the markets time to absorb the information.

      INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS

Except as otherwise agreed to in writing between the Company and an
officer or employee, all intellectual property you conceive or develop
during the course of your employment shall be the sole property of the
Company. The term intellectual property includes any invention,
discovery, concept, idea, or writing whether protectable or not by any
United States or foreign copyright, trademark, patent, or common law
including, but not limited to designs, materials, compositions of
matter, machines, manufactures, processes, improvements, data,
computer software, writings, formula, techniques, know-how, methods,
as well as improvements thereof or know-how related thereto concerning
any past, present, or prospective activities of the Company. Officers
and employees must promptly disclose in writing to the Company any
intellectual property developed or conceived either solely or with
others during the course of your employment and must render any and
all aid and assistance, at our expense, to secure the appropriate
patent, copyright, or trademark protection for such intellectual property.

Copyright laws may protect items posted on a website. Unless a website
grants permission to download the Internet content you generally only
have the legal right to view the content. If you do not have
permission to download and distribute specific website content you
should contact your supervisor or our CEO, who may refer you to our
legal counsel.

If you are unclear as to the application of this Intellectual Property
Policy or if questions arise, please consult with your supervisor or
our CEO, who may refer you to our legal counsel.

                INVESTOR RELATIONS AND PUBLIC AFFAIRS

It is very important that the information disseminated about the
Company be both accurate and consistent. For this reason, all matters
relating to the Company's internal and external communications are
handled by our CEO (or, if retained for such purpose, a public
relations consultant). Our CEO (or a public relations consultant
retained by the Company) is solely responsible for public
communications with shareholders, analysts and other interested
members of the financial community. Our CEO (or a public relations
consultant retained by the Company) is also solely responsible for our
marketing and advertising activities and communication with employees,
the media, local communities and government officials. Our CEO serves
as the Company's spokesperson in both routine and crisis situations.

We will not allow retaliation against an employee for reporting a
possible violation of this Code in good faith. Retaliation for
reporting a federal offense is illegal under federal law and
prohibited under this Code. Retaliation for reporting any violation of
a law, rule or regulation or a provision of this Code is prohibited.
Retaliation will result in discipline, up to and including termination
of employment, and may also result in criminal prosecution. However,
if a reporting individual was involved in improper activity the
individual may be appropriately disciplined even if he or she was the
one who disclosed the matter to the Company. In these circumstances,
we may consider the conduct of the reporting individual in reporting
the information as a mitigating factor in any disciplinary decision.

                        POLITICAL CONTRIBUTIONS

You must refrain from making any use of Company, personal or other
funds or resources on behalf of the Company for political or other
purposes which are improper or prohibited by the applicable federal,
state, local or foreign laws, rules or regulations. Company
contributions or expenditures in connection with election campaigns
will be permitted only to the extent allowed by federal, state, local
or foreign election laws, rules and regulations.

You are encouraged to participate actively in the political process.
We believe that individual participation is a continuing
responsibility of those who live in a free country.

                            PROHIBITED SUBSTANCES

We have policies prohibiting the use of alcohol, illegal drugs or
other prohibited items, including legal drugs which affect the ability
to perform one's work duties, while on Company premises. We also
prohibit the possession or use of alcoholic beverages, firearms,
weapons or explosives on our property. You are also prohibited from
reporting to work while under the influence of alcohol or illegal
drugs. We reserve the right to perform pre-employment and random drug
testing on employees, as permitted by law.

                               RECORD RETENTION

The alteration, destruction or falsification of corporate documents or
records may constitute a criminal act. Destroying or altering
documents with the intent to obstruct a pending or anticipated
official government proceeding is a criminal act and could result in
large fines and a prison sentence of up to 20 years. Document
destruction or falsification in other contexts can result in a
violation of the federal securities laws or the obstruction of justice laws.

                       REPORTING VIOLATIONS OF THIS CODE

You should be alert and sensitive to situations that could result in
actions that might violate federal, state, or local laws or the
standards of conduct set forth in this Code. If you believe your own
conduct or that of a fellow employee may have violated any such laws
or this Code, you have an obligation to report the matter.

Generally, you should raise such matters first with an immediate
supervisor. However, if you are not comfortable bringing the matter up
with your immediate supervisor, or do not believe the supervisor has
dealt with the matter properly, then you should raise the matter with
our CEO who may, if a law, rule or regulation is in question, then
refer you to our legal counsel. The most important point is that
possible violations should be reported and we support all means of
reporting them.

Directors and officers should report any potential violations of this
Code to the chairman of the board of directors or to our legal counsel.

                                  WAIVERS

There shall be no waiver of any part of this Code for any director or
officer except by a vote of the board of directors. In case a waiver
of this Code is granted to a director or officer, the notice of such
waiver shall be posted on our website within five days of the Board's
vote or shall be otherwise disclosed as required by applicable law or
the rules of any stock exchange or market on which the Company's
securities are listed for trading. Notices posted on our website shall
remain there for a period of 12 months and shall be retained in our
files as required by law.

                                CONCLUSION

This Code is an attempt to point all of us at the Company in the right
direction, but no document can achieve the level of principled
compliance that we are seeking. In reality, each of us must strive
every day to maintain our awareness of these issues and to comply with
the Code's principles to the best of our abilities. Before we take an
action, we must always ask ourselves:

     - Does it feel right?

     - Is this action ethical in every way?

     - Is this action in compliance with the law?

     - Could my action create an appearance of impropriety?

     - Am I trying to fool anyone, including myself, about the propriety
       of this action?

If an action would elicit the wrong answer to any of these questions,
do not take it. We cannot expect perfection, but we do expect good
faith. If you act in bad faith or fail to report illegal or unethical
behavior, then you will be subject to disciplinary procedures. We hope
that you agree that the best course of action is to be honest,
forthright and loyal at all times.