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

                                    FORM 10-KSB/A
(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, 2002

                                          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: 0-29897

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

               Nevada                                    59-3253968
(State or jurisdiction of incorporation or   (IRS Employer Identification No.)
             organization)

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

                          Registrant's telephone number
                                 (303) 452-0022

          Securities registered under Section 12(b) of the Exchange Act:

                                       None

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

Check whether the issuer  (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) been subject to such filing requirements for
the past 90 days. Yes  [X]    No  [  ].

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

Issuer's revenue for its most recent fiscal year: $345,450.

The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of
such common equity, as of January 31, 2003 was $5,345,195.

The number of shares outstanding of the issuer's class of common
equity as of January 31, 2003 was 691,735,899.

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

                                 TABLE OF CONTENTS

PART I

Item 1. Description of Business                                      Page 3
Item 2. Description of Property                                      Page 8
Item 3. Legal Proceedings                                            Page 8
Item 4. Submission of Matters to a Vote of Security Holders          Page 8

PART II

Item 5. Market for Common Equity and Related Stockholders Matters   Page 10
Item 6. Management's Discussion and Analysis of
        Financial Condition and Results of Operation                Page 11
Item 7. Financial Statements                                        Page 13
Item 8. Changes In and Disagreements with Accountants
        on Accounting and Financial Disclosure                      Page 13

PART III

Item 9. Directors, Executive Officers, Promoters and
        Control Persons; Compliance with Section 16(a) of the
        Exchange Act                                                Page 13
Item 10. Executive Compensation                                     Page 15
Item 11. Security Ownership of Certain Beneficial
         Owners and Management                                      Page 16
Item 12. Certain Relationships and Related Transactions             Page 17
Item 13. Exhibits and Reports on Form 8-K                           Page 17
Item 14. Controls and Procedures                                    Page 17
Signatures                                                          Page 17
Certification of the Chief Executive Officer Pursuant
to the Securities Exchange Act of 1934, Rule 13a-14 and
15d-14 As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                          Page 18

PART I.

ITEM 1.  BUSINESS.

Business Development

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

     The Acquisition was approved by the Board of Directors and a majority of
the shareholders of Allmon and the Registrant approved the Acquisition 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)
of the Rules of the Securities and Exchange Commission, the
Registrant  elected to become the successor issuer to Allmon for
reporting  purposes under the Securities Exchange Act of 1934 and
elected to  report under the Act effective May 11, 2000.

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

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

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

     On December 19, 2002, World Am Communications, Inc. (The
"Company") and Mercatus & Partners, Ltd. (the "Lender"), entered into
a $1 million Collateral Loan Agreement and Promissory Note. The
Collateral Loan Agreement and Promissory Note provides for a $1 million loan to
be made to the Company by Lender secured against shares of the
Company's restricted stock.  The shares will be held in trust until
the loan is repaid.  The shares may not be deposited into a brokerage account
for sale by the Lender without proof of default by the Company.

     The terms of the lending agreement call for the Lender to fund
the loan on or before January 31, 2003 (the "Funding Date").  In the
event funding does not occur by the Funding Date, the Company may
cancel the shares and terminate the agreement. The funding is pending.

     As of the date of this filing, Mercatus & Partners, Ltd. sent new
loan terms to the Company.  The Lender specified what they say are improved
collateral and lending terms, which are still being negotiated.

     The proceeds of the loan will be available for working capital and
general corporate purposes. The loan matures in five years.

Business of the Registrant

(a)  Registrant Overview.

     The Registrant is a Westminster, Colorado based company.
The Registrant, through its wholly owned subsidiary, Isotec, Inc.,
has developed and/or is in the process of developing innovative
systems and processes to establish the Registrant in the field of
"Transparent Security" and Automated Passage Control.  The Registrant
has installed systems for Lawrence Livermore Labs, Mellon Bank, Wells
Fargo Bank and the United States Air Force.

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

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

     Over the past twenty years systems have evolved from simple
metal detection devices to sophisticated "man trap" systems employing
state-of-the-art electronics and detection devices.  In recent years
the demand for such devices has escalated as the instances of
international and urban terrorism increase.

     Today, demand for 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 Registrant has assembled a team of senior technical,
sales/marketing and business personnel possessing years of design and
manufacturing experience in the security, computer and video fields.
This team provides the needed vision and hands-on direction to
succeed.  Isotec's technical personnel have been engaged in the
design and manufacture of Automated Passage Control security and
surveillance devices for twenty years.  The staff brings state-of-
the-art designs for today's applications, along with the technical
credibility and standard of excellence demanded in the Dealer,
Commercial and Governmental marketplaces.

     Each product developed contains innovative, modular concepts not
previously available.  New products under development include
embedded, PC based controllers and intelligent video cameras, optical
turnstiles and digital occupancy sensors.

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

(b)  The Registrant

     The Registrant is a publicly traded, Florida corporation, which
has two wholly owned subsidiaries:  Isotec, Inc. and Technology
Development International, Inc. ("TDI").

     Isotec, inc. 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.

     TDI is a Colorado corporation founded in 1997.  TDI engages in
the sales, marketing and distribution of component products.  Some of
the companies and products represented include: Metorex metal
detectors, Axcess and Prism asset tracking devices and digital video
products, RFID smart tags and labels, TSA nuclear measurement
detection devices, Securetec miniature cameras, and Mark Solutions
prefab prison cells.

     One key to the Registrant's future growth potential is its
business team's reputation in the industry.  This team consists of
experienced engineers, business, marketing and manufacturing
personnel, sales representatives and dealers.  Future
alliances/acquisitions under consideration are intended to move the
Registrant into a place of prominence within the "Transparent
Security" marketplace.

(c)  Services and Products

     The Registrant and Isotec's business activities currently fall
into six (6) categories;

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

Original equipment manufacturing ("OEM").

     Customization/modification of APC systems per customer
specifications.

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

     Sales, Marketing and Distribution of component products through its
wholly owned subsidiary, TDI; including Metorex metal detectors,
Axcess and Prism asset tracking devices and digital video products,
RFID smart tags and labels, TSA nuclear measurement detection
devices, Securetec miniature cameras, and Mark Solutions prefab
prison cells.

     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
also includes strategic alliances with synergistic partners.

(d)  Characteristic Product Line

     Weapon Control Systems

     Passage Control Systems

     Asset Protection Systems

     Pedestrian Traffic Monitors

     Pedestrian Counters

     Digital Occupancy

     Access Control Sensor Systems

(e)  Product Manufacturing

     Isotec performs the fabrication, assembly and test of the
products in its own leased facilities.  Isotec employs experienced
mechanical and electronic personnel, equipment and maintains
contract-manufacturing agreements to perform manufacturing as
required.  In addition, World Am has entered into a Joint Venture
Agreement with Comfort Virtue Construction Product CO., Ltd. of
Beijing, PRC ("Comfort").  The terms of the Joint Venture Agreement
call for Comfort to manufacture three selected Isotec APC models for
domestic and international distribution.  Some components of the
Isotec APC models may continue to be manufactured in the United
States, upon the parties' mutual agreement.

(f)  New Product Development

     Isotec has identified several product enhancement items and new
passage control products.  These improvements and innovations are
under development or scheduled for development in the foreseeable
future.  The Registrant has formed a relationship with a designer and
manufacturer of a business card sized embedded PC, to design and
manufacture an embedded 586 controller for its standard line of
products.  A government lab has requested that Isotec design a line
of optical turnstiles with applications in both commercial and
government facilities.  Isotec also is in the process of designing a
proprietary, patent-able, digital video occupancy sensor and computer
integrated cameras systems that will replace cumbersome and expensive
weight sensing systems, motion detectors and photo ID equipment
employed in the industry today.

(g)  Custom Products

     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 often require little or no
customer paid NRE. The modular characteristics of their standard
design afford Isotec a competitive and strategic advantage.

(h)  Sales, Marketing, Distribution and Installation

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

     Over the past twenty years, systems designed by the Registrant,
have been installed at the following locations:

Department of Energy                             US Air Force
Lawrence Livermore National Laboratories         Cape Canaveral AFB
Pantex Plant                                     Vandenberg AFB
Savannah River Project                           Falcon AFB
Rocky Flats Plant                                Ellsworth AFB
EG&G                                             Kirtland AFB
Sandia National Laboratories                     Minot AFB
Los Alamos National Laboratories

Commercial                                       Aerospace
John Hancock Insurance                           Rockwell International
Mellon Banks                                     Boeing
Household Credit Union                           Ford Aerospace
Business Bank                                    General Electric
Wells Fargo Bank                                 Harris Corporation
Albertson's Credit Union
Arundel Federal Savings

(i)  Product Quality and Customer Service

     The Registrant's goal is to become the leader in the design and
manufacture of quality built passage control and "Transparent
Security" security devices through the use of approved material and
finish suppliers and the use of in house quality standards and
procedures.  The Registrant takes a proactive approach to customer
needs and satisfaction through continued contact, problem resolution,
product improvement, innovative features and cost reduction efforts.

(j)  The Market

     According to SDM Top Systems Integrators Report, (July 2002)
America's largest integrators booked $2.4 billion in security
projects in 2001, up from $1.8 billion in the previous year.  More
than 25,000 new projects were started; however, integrators report
that an average of 31 percent of revenue comes from add-ons.  The
size of the "Transparent Security" segment has not been ascertained
by independent sources.  *Source: SDM Top Systems Integrators Report,
July 2002

     Although management believes Isotec can secure a sizable portion
of the market, capacity and conservatism have driven the sales
estimates.  The estimate of market share is therefore set at 3-5%
assuming managed growth and adequate capitalization.

     Isotec intends to address the commercial, national and
international market areas through a network of established
dealers/installers and foreign OEM'S.  Government requirements will
be handled directly by the Registrant and its sales personnel.

Management and Organization

     The ultimate success of the Registrant and its subsidiaries,
will be its management's ability to:

     Develop its dealer network nationally and worldwide in order to
increase revenues.

     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.

     Isotec has carefully assembled its team of experienced
manufacturers, developers, business, marketing and technical
personnel to assure success in this most critical period of growth.

     Paul Labarile, with over twenty years experience in the access
control field heads the technical team.  Jim Alexander leads the
management and marketing teams.

Competition

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

     Dealers, end users and competitors all recognize that Isotec has
a major advantage in the area of design and application flexibility.
The prices of Isotec products are comparable to those offered by
their competitors. Because Isotec can incorporate improvements into
successive production models very rapidly they have an advantage over
less nimble competitors.

     The strategy for meeting the competition is based upon flexible
design and engineering, excellent customer service and pricing
comparable to the nearest competitors.  Some dealers of the
competitors' products have already contacted Isotec asking to become
dealers.  This approach is generating a tremendous amount of interest
throughout our industry.

     The Registrant is in the process of developing follow-on
products that will be especially useful in the "Transparent Security" arena.

     Responses from customers indicate that Isotec' products have
gained an excellent reputation.  Inquiries from prospective customers
suggest that there is considerable demand for strategic relationships
with leading OEMs, retailers, major accounts, manufacturers and
dealers to substantiate the fitness of the Registrant for
considerable growth and accomplishment.

ITEM 2.  DESCRIPTION OF PROPERTY

     At its offices in Westminster, Colorado, which the Registrant
leases, it owns approximately $23,772 of miscellaneous office
furniture and equipment, including computers.   These offices consist
of  (a) an executive office of 1,976 square feet with a rental rate
of $2,900.50 per month; and (b) a manufacturing facility of 4,500
square feet with a rental rate of $2,556.55 per month.  The office
premises are leased for a term of three years commencing March 2003;
and the manufacturing facility is subject to a three-year lease,
which commenced in July 2000.

ITEM 3.  LEGAL PROCEEDINGS.

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

     On February 19, 2002, the Registrant and its president were
named as defendants in a civil complaint filed in the United States
District Court, District of Rhode Island.  Plaintiffs, Robert Hainey
and Internet Marketing Solutions, Inc allege breach of contract, book
account, quantum merit, and non-payment of debt in connection certain
services allegedly performed by the plaintiffs for the defendants and
certain monies allegedly loaned by the plaintiffs to the defendants.
Plaintiffs seek damages in an unspecified amount.  The defendants
have disputed the claims and intend to defend against this action
vigorously.  Defendants have filed an answer to the complaint and a
motion for change of venue. Although management believes the claims
are without merit this case is still in the early stages of
litigation and there can be no assurance as to the outcome of the action.

    On December 11, 2002, Isotec, Inc. was named in a civil complaint
filed in Adams County District Court, Colorado.  Plaintiffs, Harsh
Development, LLC et al., allege defaults of contractual obligations
and nonpayment of debt in connection with services alleged to have
been performed by the plaintiffs for the benefit of defendants.
Plaintiffs seek damages of approximately $61,000.00.  Defendants have
failed an answer to the complaint and will conduct discovery as the
case progresses into the discovery stage.  Although management
believes the claims are without merit this case is still in the early
stages of litigation and there can be no assurance as to the outcome
of the action.

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

     The following matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders,
through the solicitation of proxies or otherwise:

(a) The meeting was the Registrant's annual meeting and was held on
Friday, December 6, 2002.

(b) The meeting involved the election of the following directors:
James H. Alexander, David E. Forbes, Al Youngs, Steve Zamzow, and
Willis J. Kollars

(c) Matters voted upon at the meeting:



<TABLE>
<CAPTION>
<S>                           <C>               <C>               <C>             <C>           <C>
Matters voted upon            No. of votes      No. of votes      No. of votes      No. of        No. of
at the meeting                cast for          cast against       withheld       abstentions     broker
                                                                                                 non-votes

1. Election of directors
James H. Alexander            81,410,960             -                188              -             -
David E. Forbes               81,410,960             -                188              -             -
Al Youngs                     81,410,960             -                188              -             -
Steve Zamzow                  81,410,960             -                188              -             -
Willis J. Kollars             81,410,960             -                188              -             -

2. Appointment of             81,410,968             -                180              -             -
Michael Johnson &
Co., L.L.C. as
the Company's
independent
auditors for the
new fiscal year
commencing on
January 1, 2003;

3. Approve an                 81,410,995             -                153               -            -
Agreement and
Plan of Merger
between World-Am
Communications,
Inc. (Florida)
and World-Am
Communications,
Inc. (Nevada)
("Merger") for
the sole purpose
of re-domiciling
the Company to
the State of Nevada.
</TABLE>

*Mr. Zamzow resigned his position as a director of Registrant on
December 7, 2002.

                                     PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information.

     The Registrant's common stock trades on the Over the Counter
Bulletin Board under the symbol "WLDI".  The Registrant began using
this symbol on December 1, 2000 following a 30 for 1 reverse split;
prior to that, the Registrant traded under the symbol "WLDC".

     The range of closing prices shown below is as reported by these
markets.  The quotations shown reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not necessarily
represent actual transactions.

                                  High Sales Price      Low Sales Price

2002  First Quarter                  $0.06                 $0.02
      Second Quarter                  0.05                  0.01
      Third Quarter                   0.03                  0.01
      Fourth Quarter                  0.02                  0.01
2001  First Quarter                   0.78                  0.02
      Second Quarter                  0.13                  0.01
      Third Quarter                   0.05                  0.02
      Fourth Quarter                  0.11                  0.03
2000* First Quarter                   3.00                  1.12
      Second Quarter                  1.62                  0.37
      Third Quarter                   1.44                  0.37
      Fourth Quarter                  2.12                  0.22

*  The Registrant's common stock (under Allmon Management prior to
the merger on May 9, 2000) originally commenced trading on the Pink
Sheets LLC on February 10, 2000.

Holders of Common Equity

     As of March 31, 2003, the Registrant had approximately 378
shareholders of record of the Registrant's common stock.

Dividends.

     The Registrant has not declared or paid a cash dividend to
stockholders since it was originally organized in 1994.  The Board of
Directors presently intends to retain any earnings to finance
Registrant operations and does not expect to authorize cash dividends
in the foreseeable future.  Any payment of cash dividends in the
future will depend upon the Registrant's earnings, capital
requirements and other factors.

Equity Securities Sold Without Registration.

     The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2002:

During the first quarter of 2002, the Registrant issued 15,000,000
shares of common stock to the Registrant's president, James
Alexander, as compensation under his employment agreement.

During the second quarter of 2002, the Registrant issued 5,000,000
shares of common stock to Paul Labarile, then Secretary and a
Director of the Registrant, for past services rendered to the company.

The Registrant did not sell any unregistered (restricted) equity
securities during the third quarter.

During the fourth quarter the Registrant and Mercatus & Partners,
Ltd. (the "Lender"), entered into a $1 million Collateral Loan
Agreement and Promissory Note. The Collateral Loan Agreement and
Promissory Note provides for a $1 million loan to be made to the
Company by Lender secured against shares of the Company's restricted
stock.  The Registrant issued 500,000 shares in connection with the
Collateral Loan Agreement.

During the fourth quarter of 2002, the Registrant issued 11,000,000
shares of common stock to Probe Associates, Inc. for consulting services.

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

Results of Operations

     The following table presents, for the periods indicated, the
dollar value and percentage relationship, which certain items
reflected in the Registrant's Statement of Operations. This
percentage shows the percent as it relates to the total revenue.

                                           2002               2001

Total Revenues                    $345,450        100.0%    $308,878   100.0%
Cost of Goods Sold                $196,234         56.8%     $83,782    27.1%

Gross Profits                     $149,216         43.2%    $225,096   100.0%

Operating Expenses:
Sales and Marketing                      -            -            -        -
General and Administrative      $3,466,439            -    1,021,836        -

Net Loss from Operations       ($3,317,223)                ($796,940)

(a)  Revenues

     Revenues for the year ended December 31, 2002 were $345,450 as
compared to $308,878 in 2001.

     The increase in revenues, 14.7%, is attributed to the
development stage the Registrant enjoyed in 2001 and the filing of an
S8 registration in 2002 thereby permitting the acquisition of sales,
marketing, advertising, business and legal talent to complete product
development and continue marketing activities to increase the dealer
network and position the company to participate in market growth
expected in, in the absence of operational funding.

(b)  General and Administrative Expense

     The general and administrative expense above reflects the impact
of the use of S-8 stock to compensate needed services by various
professionals in the absence of equity funding. The Registrant
expects to utilize a private placement or other equity offering
during 2003.

Liquidity and Capital Resources

     The Registrant has required a substantial amount of working
capital to fund its operations and market development. In the absence
of expected equity investment, it has relied upon short-term
borrowings in the form of purchase order and invoice factoring and
the use of S-8 common shares as mentioned above. The Registrant has
also relied upon extended payment of its trade accounts, which has
been significantly reduced from FY2001, and other liabilities to
maintain operations in anticipation of capital investment. As of
December 31, 2002, the Registrant had total current liabilities of
approximately $280,845, up from $219,153 the previous year, and no
significant sources of liquidity.

     For the years ended December 31,2002, and 2001, Registrant had
operating losses reflecting the developmental nature of the
operation, it does however, foresee its efforts culminating in
sufficient amounts of cash flow to service its debts.

     During 2002, and given the renewed interest in its products
subsequent to the events of September 11th, the Registrant was
presented with business opportunities which it is currently pursuing
with respect to stock acquisition of other synergistic companies,
joint ventures and teaming arrangements.  Management believes that it
has the ability to attract the necessary capital to carry out its
plan and has targeted certain operating companies that may have an
interest in entering into a business combination or similar transaction.

     In addition to the above-mentioned private placement, the
Registrant is also exploring other sources of financing in lieu of or
in addition to the equity line of credit to fund related businesses
and provide the Registrant with the ability to liquidate, modify,
extend or otherwise satisfy the indebtedness of the Registrant.
While the Registrant's management believes it will be successful in
arranging adequate lines of equity or debt financing to carry out its
business plan, there is no assurance of that occurring.

     Therefore, the Registrant's continued operations, as well as the
implementation of its business plan, will depend upon its ability to
raise additional funds through bank borrowings, equity or debt
financing.  The Registrant estimates that it will need to raise
approximately $1,000,000 over the next twelve months for such
purposes.  However, adequate funds may not be available when needed
or may not be available on favorable terms to the Registrant.  The
ability of the Registrant to continue as a going concern is dependent
on additional sources of capital and the success of the Registrant's
business plan.  Regardless of whether the Registrant's cash assets
prove to be inadequate to meet the Registrant's operational needs,
the Registrant might seek to compensate providers of services by
issuance of stock in lieu of cash.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business
opportunities or respond to competitive pressures, any of which could
have a negative impact on the business, operating results and
financial condition.  In addition, if additional shares were issued
to obtain financing, or compensate service providers, existing
shareholders may suffer a dilutive effect on their percentage of
stock ownership in the Registrant.

Impact of Inflation

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

Forward Looking Statements

     The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains "forward looking
statements" within the meaning of Rule 175 under the Securities Act
of 1933, as amended, and Rule 3b-6 under the Securities Act of 1934,
as amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates.  The
words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-looking
statements.  These forward-looking statements are based largely on
the Registrant's expectations and are subject to a number of risks
and uncertainties, certain of which are beyond the Registrant's
control.  The Registrant cautions that these statements are further
qualified by important factors that could cause actual results to
differ materially from those in the forward looking statements,
including, among others, the following: reduced or lack of increase
in demand for the Registrant's products, competitive pricing
pressures, changes in the market price of ingredients used in the
Registrant's products and the level of expenses incurred in the
Registrant's operations.  In light of these risks and uncertainties,
there can be no assurance that the forward-looking information
contained herein will in fact transpire or prove to be accurate.  The
Registrant disclaims any intent or obligation to update "forward
looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2002, and for the year ended December 31, 2001 are presented in a
separate section of this report following Item 13.

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

     None.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND 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 Registrant are set forth below.  The
Directors named below will serve until the next annual meeting of the
Registrant's stockholders or until their successors are duly elected
and have qualified.  Directors are elected for a one-year term at the
annual stockholders' meeting.  Officers 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
arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders
may directly or indirectly participate in or influence the management
of the Registrant's affairs.  There are no legal proceedings
involving the officers and directors of the Registrant except as
noted in Item 3. Legal Proceedings herein.

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

     James H. Alexander, age 65, has been President and Chief
Executive Officer of the Company since February 18, 2000, the date
that Isotec, Inc. became a wholly owned subsidiary of the Company.
Mr. Alexander was the founder of Isotec, Inc., a company engaged in
the design, manufacture and installation of access control portals
for the security markets involving weapons detection and asset
protection, personnel and material, control for federal and state
government, financial institutions, and business/commercial applications.

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

(b)  David E. Forbes, Secretary/Director.

     Mr. Forbes, age 56, joined the board of directors in June 2002.
Mr. Forbes also serves as the Chief Executive Officer of Quo Vadis
International, and is President, Boyd Forbes Inc.

     He has over 30 years experience in law enforcement. commercial and
industrial security-related risk management, and service sector
business management.  A former head of Thames Valley Police Fraud
Squad, trained as New Scotland Yard he was raised and educated to
university post-graduate level in England, and is the Co-Founder,
past Chairman and current member of the Loughborough University
Security Forum.  He is also a member of the American Society for
Industrial Security, the National Cargo Security Council, the
National Legislative Services and Security Association and the
Colorado Crime Prevention Association.

     As global head of security for a major logistics organization,
prior to becoming an independent consultant in 1993, Mr. Forbes was
responsible for the selection, training and leadership of a regional
security management team covering 140 countries.   His expertise
includes the design and implementation of security programs that
successfully combine manpower technology and business goal delivery.
He has directed and supervised the introduction of security systems
for corporate offices, computer suites, aviation facilities and
logistics warehouses in several countries.  Mr. Forbes' numerous and
varied executive consultant projects include advising the State of
Colorado since 1999 on the policy, procedures and equipment
requirements of the State Capitol security program.

     Media interviews have led to articles about his work being
published in magazines and newspapers as far apart as the United
Kingdom, Australia, Singapore and the United States. Television and
radio entities featuring interviews with Mr. Forbes include the BBC,
CNN, Fox News International, NBC, MSNBC, Channel 9News Denver, CBS
Channel 4 Denver, Fox Channel 31 Denver, WB2 News Denver, Radio KHOW
Denver, Radio Colorado (Sept 11 special, and Sept 17 Winning on Wall
Street) Radio KYGO Denver, Radio KMOX St. Louis, Radio KSON San Diego
and Radio KTSA San Antonio. News journalists, particularly from the
Denver Post, the Denver Business Journal and the Rocky Mountain News
as well as local TV stations continue to call upon him for comment,
virtually on a weekly basis.  Mr. Forbes is also the Host Presenter
of The Security Show a Radio Colorado Network weekly guest talk show.

(c)  Willis J. Kollars, Director.

     Mr. Kollars, age 59, joined the board of directors in June 2002.
Willis J. Kollars, is currently an Administrative Hearing Officer
(Administrative Judge) with the U.S. Department of Agriculture
National Appeals Division and has been serving in that position for
more than fourteen years. Judge Kollars is retired from the U.S. Navy
where he served for 25 years as a paralegal in the Judge Advocate
General Corps (JAG). While with JAG, Judge Kollars helped found the
paralegal community for the U.S. Navy, developed curriculum for the
training of paralegals, and authored six textbooks for use in the
development of paralegals in all branches of military service.

     Judge Kollars is a member of the National Association of
Administrative Law judges (NAALJ) and a former member of the Board of
Governors for NAALJ, including service as Secretary for the Board.
Judge Kollars is a member of the faculty pool for the National
Judicial College, and is certified as an instructor in Criminal
Justice and Law Management. He is currently an administrative hearing
officer with the U. S. Department of Agriculture, National Appeals
Division and has been serving in that position for past fourteen
years.  Mr. Kollars conducts administrative law hearings for the
Secretary of Agriculture and currently hears appeals of adverse
decisions rendered by 13 of the 29 agencies under the Secretary of
Agriculture.  Mr. Kollars is retired from the U. S. Navy where he
served for 25 years as a paralegal in the Judge Advocate General
Corps (JAG).  While with JAG, Mr. Kollars helped found the paralegal
community for the U.S. Navy, developed curriculum for the training of
paralegals, and authored six textbooks for use in the development of
paralegals in all branches of military service.

(d)  Al Youngs, Director.

     Mr. Youngs, age 55, B.S., M.A., J.D. is the Community Resource
Division Chief of the Lakewood Police Department, Colorado, where he
has held command positions of every division.  He is a graduate of
the FBI National Academy, an adjunct professor at Metropolitan State
College and the University of Phoenix.  He has served as president of
several prestigious national and international progressive law
enforcement associations, notably the Society of Police Futurists
International.  He is a member of Leadership Denver Board of
Directors, a recent class coordinator of the Senior Management
Institute for Police, sponsored by the Harvard, Kennedy School of
government and is a consultant for the Police Executive Research
Forum, U.S. Department of Justice.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires
the Registrant's directors, certain officers and persons holding 10%
or more of the Registrant's common stock to file reports regarding
their ownership and regarding their acquisitions and dispositions of
the Registrant's common stock with the Securities and Exchange
Commission. Such persons are required by SEC regulations to furnish
the Registrant with copies of all Section 16(a) forms they file.

     Based upon review of Forms 3, 4, and 5 (and amendments thereto)
and written representations provided to the Company by executive
officers, directors and shareholders beneficially owning 10% or
greater of the outstanding shares, the Company believes that such
persons filed pursuant to the requirements of the Securities and
Exchange Commission on a timely basis.

ITEM 10.  EXECUTIVE COMPENSATION.

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

James Alexander 2002    $32,500                          $375,000     3,600,000
                2001    $32,500                          $141,000     2,700,000
                2000    $32,500                              -            -

Paul M.         2002       -                                 -            -
Labarile*       2001    $32,500                          $141,000     2,700,000
                2000    $32,500                              -            -
</TABLE>


*Mr. Labarile resigned effective as of April 15, 2002.

Employment Contract.

As of December 31, 2002, the Registrant had not entered into any
employment agreement with any officer and/or director of the
Registrant, except the executive compensation agreement with James H.
Alexander, CEO.

On February 20, 2002, the Company entered into an employment
agreement with Mr. Alexander for the term of three years.  Under the
terms of this agreement, the Company agrees to pay the following
compensation:

A fixed salary in the amount of $30,000 per year, is payable in equal
installments according to the Company's regular payroll schedule.
This salary is to be reviewed from time to time during the term of
this Agreement by the Corporation's board of directors or
Compensation and Benefits Committee of the Board. In addition, Mr.
Alexander is to be issued: (a) 14,400,000 shares of the Company's
common stock pursuant to the terms of the Employee Stock Purchase
Plan to be adopted by the Company and registered under a Form S-8.
These shares shall vest in equal 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.

Other Compensation.

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2002 provided for or
contributed to by the Registrant.

     (b)  No remuneration is proposed to be paid in the future
directly or indirectly by the Registrant to any officer or director
since there was no existing plan as of December 31, 2002 which
provides for such payment, except for an employee stock incentive
plan.  The Registrant had granted options to purchase 18,600,000
shares of common stock pursuant to the 2002 Stock Compensation Plan
during the fiscal year ended December 31, 2002.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
January 31, 2003 (691,735,899 issued and outstanding) by (i) all
stockholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all directors and
executive officers of the Registrant, individually and as a group:

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

Common Stock  James H. Alexander                 23,586,493 (3)       0.0351%
              1200 West 122nd Avenue
              Suite 104
              Westminster, CO  80234

Common Stock  Al Youngs                                   0           0.00%
              1200 West 122nd Avenue
              Suite 104
              Westminster, CO  80234

Common Stock  David E. Forbes                             0           0.00%
              1200 West 122nd Avenue
              Suite 104
              Westminster, CO  80234

Common Stock  Willis J. Kollars                  1,200,000 (4)       0.0019%
              1200 West 122nd Avenue
              Suite 104
              Westminster, CO  80234

Common Stock  Shares of all directors and      24,786,493            0.37%
              executive officers as a
              group (4 persons)

(1) Except as noted in any footnotes below, each person has sole
voting power and sole dispositive power as to all of the shares shown
as beneficially owned by them.

(2) Other than as footnoted below, 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.  The amount owned is based on issued common stock, as
well as stock options, which are currently exercisable.

(3) Included within this amount are options to purchase 2,700,000
shares of common stock of the Registrant, which were granted on
September 20, 2002, pursuant to the Registrant's Employee Stock
Incentive Plan.  These options are currently exercisable at a price
equal to 75% of the closing bid price on the date of exercise, and
will expire on September 20, 2012.

(4) 900,000 shares issued and received, and 300,000 shares issued but
not yet acquired by Mr. Kollars.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Since the beginning of the last fiscal year, there have not been
any transactions that have occurred between the Registrant and its
officers, directors, and five percent or greater shareholders.

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

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

Reports on Form 8-K.

     There were no reports on Form 8-K filed during the last quarter
of the fiscal year covered by this report.

ITEM 14.  CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to December 31, 2002, the Registrant
carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule
13a-14 under the Securities and Exchange Act of 1934 ("Exchange
Act").  This evaluation was done under the supervision and with the
participation of the Registrant's President and Chief Financial
Officer.  Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

(b) Changes in internal controls.

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

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") recently 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 SEC defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the registrant's most critical accounting policies include: non-cash
compensation valuation that affects the total expenses reported in
the current period.  The methods, estimates and judgments the
Registrant uses in applying these most critical accounting policies
have a significant impact on the results the registrant reports in
its financial statements.

                                      SIGNATURES

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

Dated: April 11, 2003
World Am Communications, Inc.
By: /s/ James H. Alexander
James H. Alexander, President

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


Dated: April 11, 2003
By: /s/ James H. Alexander
James H. Alexander, President/
Chief Executive Officer/
Treasurer (principal financial
and accounting officer)/Director

Dated: April 11, 2003
By: /s/ David E. Forbes
David E. Forbes, Secretary/Director

Dated: April 11, 2003
By: /s/ Willis J. Kollars
Willis J. Kollars, Director

Dated: April 11, 2003
By: /s/ Al Youngs
Al Youngs, Director

        CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO THE
      SECURITIES EXCHANGE ACT OF 1934, RULES 13a-14 AND 15d-14 AS ADOPTED
          PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of World Am Communications, Inc.
(the "Company") on Form 10-KSB for the year ended December 31, 2002
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, James H. Alexander, Chief Executive Officer
of the Company, certify, pursuant to Rules 13a-14 and 15d-14 of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, that:

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

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

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

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

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

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

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

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

/s/ James H. Alexander
James H. Alexander
Chief Executive Officer
April 11, 2003


                        INDEX TO FINANCIAL STATEMENTS

                                                                Page

Report of Independent Auditor                                   Page 20
Balance Sheet as of December 31, 2002 and
     December 31, 2001                                          Page 21
Statement of Operations                                         Page 22
Statement of Changes in Stockholders' Equity                    Page 23
Statement of Cash Flows                                         Page 25
Notes Financial Statements                                      Page 26-30


                          INDEPENDENT AUDITOR'S REPORT

                             MICHAEL JOHNSON & CO., LLC
                            CERTIFIED PUBLIC ACCOUNTANTS
                            9175 EAST KENYO AVE., SUITE 100
                               DENVER, COLORADO 80237


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

We have audited the accompanying balance sheets of World-Am
Communications, Inc. as of December 31, 2002 and 2001, and the
related statements of operations, cash flows, and changes in
stockholders' equity for the years then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial positions of World-Am
Communications, Inc. at December 31, 2002 and 2001, and the results
of its operations and its cash flows for the years then ended, in
conformity with accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As described in
Note 6 to the financial statements, conditions exists which raise
substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet
its obligations and sustain its operations.  The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Michael Johnson
Michael Johnson & Co., LLC
Denver, Colorado
March 29, 2003

                          WORLD AM COMMUNICATIONS, INC.
                                 Balance Sheet
                           December 31, 2002 and 2001

                                                      2002        2001

ASSETS:
Current Assets:
  Cash                                              $   25,411   $      8,238
  Accounts receivable                                    7,015         23,502
  Inventory                                              6,601         18,164
     Total Current Assets                               39,027         49,904

Fixed Assets:
  Furniture and equipment                               16,528         16,528
  Less accumulated depreciation                         (8,834)        (5,386)
   Net Fixed Assets                                      7,694         11,142

TOTAL ASSETS                                            46,721         61,046

                          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable                                      56,236         98,571
  Taxes payable                                        204,738         98,287
  Lines of credit                                        6,666              -
  Short-term borrowings                                 13,205         22,295
    Total Current Liabilities                          280,845        219,153

Stockholders' Deficit:
  Preferred stock, $.0001 par value,
80,000,000 shares authorized, none issued and
outstanding                                                  -              -
  Common stock, $.0001 par value;
800,000,000 shares authorized, 679,735,899 and
42,015,383 shares issued and outstanding,
respectively                                            67,973          4,202
  Additional paid-in capital                         5,556,682      2,621,050
  Accumulated deficit                               (5,858,779)    (2,783,359)
    Total Stockholders' Deficit                       (234,124)      (158,107)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             46,721         61,046

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


                           WORLD AM COMMUNICATIONS, INC.
                              Statement of Operations

                                                          2002          2001

REVENUES:                                               $  345,450   $ 308,678

COST OF GOODS SOLD:                                        196,234      83,782

GROSS PROFIT                                               149,216     224,896

OPERATING EXPENSES:
  Sales and marketing                                            -           -
  General and administrative                             3,466,439   1,021,836
Total Operating Expenses                                 3,466,439   1,021,836

Net Loss from Operations                                (3,317,223)   (796,940)

OTHER INCOME/EXPENSES
Other income                                               241,803           -
Other expenses                                                   -           -
                                                           241,803           -

NET LOSS                                                (3,075,420)   (796,940)

Weighted average number of
  shares outstanding                                   128,211,036  32,790,140

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

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


                            WORLD AM COMMUNICATIONS, INC.
                        Statement of Stockholders' Deficiency


<TABLE>
<CAPTION>
                                Common Stock
                                                      Additional
                                                       Paid-In               Retained
                              Shares      Amount       Capital                Deficit           Total
<S>                          <C>            <C>        <C>                 <C>                  <C>

Balance - December 31 2000    5,145,972   $     515    $ 1,747,092         $(1,986,419)      $  (238,812)

Issuance of stock for
services                      8,272,615         827              -                   -               827
Issuance of stock for
services                     11,762,500       1,176        351,699                   -           352,875
Issuance of stock for
services                      2,763,410         276         27,358                   -            27,634
Issuance of stock for
services                        550,000          55         10,945                   -            11,000
Issuance of stock for
services                      3,300,000         330        164,670                   -           165,000
Issuance of stock for
services                      2,855,000         286         85,364                   -            85,650
Issuance of stock for
cash                          1,224,489         122         29,878                   -            30,000
Issuance of stock for
services                        100,000          10          4,990                   -             5,000
Issuance of stock for
services                        500,000          50              -                   -                50
Issuance of stock for
cash                            416,667          42          9,958                   -            10,000
Issuance of stock for
services                        380,000          38          7,762                   -             7,800
Issuance of stock for
services                      4,517,000         452        180,228                   -           180,680
Issuance of stock for
services                        200,000          20              -                   -                20
Issuance of stock for
services                         27,730           3          1,106                   -             1,109
Net Loss for year                     -           -              -            (796,940)         (796,940)
Balance - December 31 2001   42,015,383       4,202      2,621,050          (2,783,359)         (158,107)

Issuance of stock for
services                      1,727,500         172         68,928                   -            69,100
Issuance of stock for
services                      2,000,000         200         79,800                   -            80,000
Issuance of stock for
services                      2,800,000         280        111,720                   -           112,000
Issuance of stock for
services                      4,175,000         417        124,833                   -           125,250
Issuance of stock for
services                      1,706,000         171         51,009                   -            51,180
Issuance of stock for
services                        500,000          50          9,950                   -            10,000
Issuance of stock for
services                      3,550,000         355        177,145                   -           177,500
Issuance of stock for
services                     15,000,000       1,500        148,500                   -           150,000
Issuance of stock for
services                        600,000          60         23,940                   -            24,000
Issuance of stock for
services                      6,000,000         600        299,400                   -           300,000
Issuance of stock for
services                      4,262,500         426        170,074                   -           170,500
Issuance of stock for
services                      9,871,500         988        393,872                   -           394,860
Issuance of stock for
services                      1,050,000         105         41,895                   -            42,000
Issuance of stock for
services                      5,000,000         500        149,500                   -           150,000
Issuance of stock for
services                        266,667          27          7,973                   -             8,000
Issuance of stock for
services                        250,000          25          7,475                   -             7,500
Issuance of stock for
services                      1,898,000         189         56,751                   -            56,940
Issuance of stock for
services                      3,870,000         387         57,663                   -            58,050
Issuance of stock for
services                        750,000          75         10,425                   -            10,500
Issuance of stock for
services                        500,000          50          7,450                   -             7,500
Issuance of stock for
services                      6,258,827         626         99,515                   -           100,141
Issuance of stock for
services                      3,960,500         396         90,696                   -            91,092
Issuance of stock for
services                      1,500,000         150         26,850                   -            27,000
Issuance of stock for
services                      2,211,522         221         50,644                   -            50,865
Issuance of stock for
services                      1,100,000         110         18,590                   -            18,700
Issuance of stock for
services                     14,250,000       1,425        240,825                   -           242,250
Issuance of stock for
services                     15,000,000       1,500        148,500                   -           150,000
Issuance of stock for
services                      1,050,000         105         10,395                   -            10,500
Issuance of stock for
services                      1,000,000         100          9,900                   -            10,000
Issuance of stock for
services                      6,900,000         690         68,310                   -            69,000
Issuance of stock for
services                      3,612,500         361         35,764                   -            36,125
Issuance of stock for
collateral of loan          500,000,000      50,000              -                   -            50,000
Issuance of stock for
services                     13,750,000       1,375        136,125                   -           137,500
Issuance of stock for
services                      1,350,000         135          1,215                   -             1,350
Net loss for year                     -           -              -          (3,075,420)       (3,075,420)
Balance - December 31 2002  679,735,899      67,973      5,556,682          (5,858,779)         (234,124)
</TABLE>

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


                             WORLD AM COMMUNICATIONS, INC.
                                 Statement of Cash Flows

                                                     2002           2001

Cash Flows From Operating Activities:
  Net (Loss)                                      $ (3,075,420)     $ (796,940)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                        3,448           2,745
    Issuance of common stock for services            3,012,608         837,645
    Forgiveness of loan                               (241,803)
    Loan cancelled by exchange of equipment                  -          23,250
   Changes in assets and liabilities:
     (Decrease) Increase in accounts receivable         16,487          (3,212)
     (Decrease) Increase in inventory                   11,563          (4,630)
     (Decrease) Increase in accounts payables          (42,335)        (77,632)
     Increase in payroll liabilities                   106,451          11,497
     (Decrease) in accrued expenses                          -          (4,925)

                                                     2,866,419         784,738

Net Cash Used in Operating Activities                 (209,001)        (12,202)

Cash Flow From Investing Activities:
  Purchase of property and equipment                         -          (4,903)
Net Cash Used In Investing Activities                        -          (4,903)

Cash Flow From Financing Activities:
   Proceeds (payments) of notes payable                226,174         (18,262)
   Proceeds from  the issuance of common shares              -          40,000
Net Cash Provided By Financing Activities              226,174          21,738

Increase (Decrease) in Cash                             17,173           4,633

Cash and Cash Equivalents - Beginning of period          8,238           3,605

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

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

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


                          WORLD AM COMMUNICATIONS, INC.
                           Notes to Financial Statements
                                December 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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

Reorganization

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

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

Principles of Consolidation

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

Basis of Accounting:

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

Cash and Cash Equivalents

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

Inventories

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

Use of Estimates:

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

Net earning (loss) per share

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

Goodwill

Goodwill, which represents the excess of the purchase price over
the fair value of net assets acquired, is amortized on a
straight-line basis over the expected periods to be benefited.
The Company assesses the recoverability of goodwill periodically
by determining whether the amortization of goodwill balance over
its remaining life can be recovered through projected
undiscounted cash flows.  The amount of goodwill impairment, if
any, is charged to operations in the period in which goodwill
impairment is determined by management. In 2001,  goodwill
impairment of $8,462 was charged to operations.

Property and Equipment

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

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

Revenue Recognition

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

Fair Value of Financial Instruments

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

Other Comprehensive Income

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

Income Taxes:

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

NOTE 2 -NOTES PAYABLE

Note Payables at December 31, 2002 consist of the following:

Note Payable to an individual, unsecured loan, due on demand,
with interest rate of 8%.                                            $  5,000

Note Payable to an individual, unsecured loan, due on demand,
with interest rate at prime.                                            8,205
                                                                      $13,205

NOTE 3 - CAPITAL STOCK TRANSACTIONS

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

NOTE 4 - SEGMENT INFORMATION

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

NOTE 5 - INCOME TAXES

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

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

Deferred tax assets
   Net operating loss carryforwards                    $5,858,779
   Valuation allowance for deferred tax assets         (5,858,779)
   Net deferred tax assets

                        WORLD AM COMMUNICATIONS, INC.
                       Notes to Financial Statements
                             December 31, 2002

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, 2002, the Company
had net operating loss carryforwards of approximately $5,858,779
for federal income tax purposes.  These carryforwards, if not
utilized to offset taxable income begin to expire in 2009.
Utilization of the net operating loss may be subject to
substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code and similar
state provisions.  The annual limitation could result in the
expiration of the net operating loss before utilization.

NOTE 6 -GOING CONCERN:

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplates continuation of the Company as a going concern.
The Company has experienced significant losses.  As of December
31, 2002, the current liabilities exceed the current assets by
$241,818.  As shown in the financial statements, the Company
incurred a net loss of $3,075,420 for year then ended.

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

NOTE 7 - COMMITTMENTS AND CONTINGENCIES:

Lease Commitments

In July 2000, the Company entered into lease agreements for
office and warehouse space in Wheatridge, Colorado that expire
in July 2003.  In February 2002, the Company extended its rental
leasing agreement on its office space through February 2006.
Rental expense for the year was $55,734.

Minimum future lease payments under current lease agreements at
December 31, 2002 are as follows:

                   2003     $35,441
                   2004      18,423
                   2005      19,128
                   2006       3,208

Payroll Taxes Payable

Payroll taxes payable is the estimated payroll tax liability at
December 31, 2002.

NOTE 8 - RELATED PARTY TRANSACTION:

Note Payable

In February 2002, the Company borrowed $8,205 from James
Alexander, the President of the Company, bearing interest at
prime rate per annum and due on demand.

Other Income - Loan Forgiveness

During the year ended December 2002, shareholders forgave loans
in the amount of $241,803.

                                EXHIBIT INDEX

Number                Description

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

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

2.3     Collateral Loan Agreement and Promissory Note
        dated as of December 19, 2002, by and between
        World Am Communications, Inc. and Mercatus
        Trust Lux (incorporated by reference to
        Exhibit 99.1) of the Form 8-K filed on January 17, 2003).

3.1     Articles of Incorporation dated June 29, 1994
        (incorporated by reference to Exhibit 3.1 of
        the Form 8-K12G3 filed on May 16, 2000).

3.2     Amended Articles of Incorporation dated April
        6, 1995 (incorporated by reference to Exhibit
        3.1 of the Registration Statement on Form 8-K12G3 filed on May 16,
        2000).

3.3     Articles of Amendment to Articles of Incorporation dated February 7,
        1997 (incorporated by reference to Exhibit 3.1 of
        the Form 8-K12G3 filed on May 16, 2000).

3.4     Articles of Amendment to Articles of Incorporation dated July 2, 1997
        (incorporated by reference to Exhibit 3.1 of the Form 8-K12G3 filed on
        May 16, 2000).

3.5     Articles of Amendment to the Articles of
        Incorporation dated August 17, 1998
        (incorporated by reference to Exhibit 3.1 of
        the Form 8-K12G3 filed on May 16, 2000).

3.6     Articles of Amendment to Articles of
        Incorporation dated January 18, 2000
        (incorporated by reference to Exhibit 3.6 of
        the Form 10-QSB filed on August 14, 2001).

3.7     Bylaws dated May 15, 2000 (incorporated by
        reference to Exhibit 3.2 of the Form 8-K12G3
        filed on May 16, 2000).

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

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

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

4.4     Amended and Restated Employee Stock Incentive
        Plan dated November 20, 2001 (incorporated by
        reference to Exhibit 4.1of 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

4.7     2002 Stock Compensation Plan dated December 16, 2002

10.1    Employment Agreement between Registrant and James Alexander, dated
        February 20, 2002, as amended (filed herewith).

21      Subsidiaries of the Registrant (filed herewith).

99.1    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
        to Section 906 Of The Sarbanes-Oxley Act of 2002 (filed herewith).