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

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

           Florida                                59-3253968
    (State of Incorporation)                (I.R.S. Employer ID No.)


1400 West 122nd Avenue, Suite 104, Westminster, Colorado              80234
        (Address of Principal Executive Offices)                   (Zip Code)


          2002 Non-Employee Directors and Consultants Retainer Stock Plan
                            (Full title of the Plan)


                Brian F. Faulkner, A Professional Law Corporation,
           3900 Birch Street, Suite 113, Newport Beach, California 92660
                       (Name and address of agent for service)


                                   (949) 975-0544
         (Telephone number, including area code, of agent for service)


                              CALCULATION OF REGISTRATION FEE

Title of           Amount to be        Proposed      Proposed     Amount of
Securities         Registered          Maximum       Aggregate    Registration
to be                                  Offering      Offering     Fee
Registered                             Price Per     Price
                                       Share

Common Stock        80,000,000         $0.0001(1)    $8,000        $1.91

(1)   The Offering Price per Share is established under Rule 457(h)(1)
pursuant to the deemed issuance price (par value) as set forth in the
2002 Non-Employee Directors and Consultants Retainer Stock Plan (see
Exhibit 4 to this Form S-8).

                                     PART I
          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                      PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
     fiscal year ended December 31, 2001, filed on April 16, 2002.

     (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year covered
     by the financial statements contained in the Form 10-KSB referred
     to in (a) above.

     (c)  A description of the securities of the Registrant is contained
     in the Registrants' Form 8-K12g-3 filed on May 16, 2000.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, has previously been paid a total of 3,875,000 shares of
common stock of the Registrant.  These shares were paid pursuant to the
Registrant's Non-Employee Directors and Consultants Retainer Stock Plan
under Form S-8's in exchange for legal services previously rendered, or
to be rendered, under attorney-client contracts consisting of advice and
preparation work in connection with reports of the Registrant under the
Securities Exchange Act of 1934, and other general corporate and
securities work for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in either the Articles of Incorporation or
Bylaws that deal with limitation of liability, or indemnification, of
officers and directors of the Registrant.  However, the Florida Statutes
contain provision that deal with such liability and indemnification.
Florida Statute 607.0831  Liability of directors.

     (1)  A director is not personally liable for monetary damages to
the corporation or any other person for any statement, vote, decision,
or failure to act, regarding corporate management or policy, by a
director, unless:

     (a)  The director breached or failed to perform his or her duties
     as a director; and

     (b)  The director's breach of, or failure to perform, those duties
     constitutes:

          1.  A violation of the criminal law, unless the director had
          reasonable cause to believe his or her conduct was lawful or
          had no reasonable cause to believe his or her conduct was
          unlawful. A judgment or other final adjudication against a
          director in any criminal proceeding for a violation of the
          criminal law estops that director from contesting the fact
          that his or her breach, or failure to perform, constitutes a
          violation of the criminal law; but does not estop the director
          from establishing that he or she had reasonable cause to
          believe that his or her conduct was lawful or had no
          reasonable cause to believe that his or her conduct was unlawful;

          2.  A transaction from which the director derived an improper
          personal benefit, either directly or indirectly;

          3.  A circumstance under which the liability provisions of
          section 607.0834 are applicable;

          4.  In a proceeding by or in the right of the corporation to
          procure a judgment in its favor or by or in the right of a
          shareholder, conscious disregard for the best interest of the
          corporation, or willful misconduct; or

          5.  In a proceeding by or in the right of someone other than
          the corporation or a shareholder, recklessness or an act or
          omission which was committed in bad faith or with malicious
          purpose or in a manner exhibiting wanton and willful disregard
          of human rights, safety, or property.

     (2)  For the purposes of this section, the term "recklessness"
means the action, or omission to act, in conscious disregard of a risk:

     (a)  Known, or so obvious that it should have been known, to the
     director; and

     (b)  Known to the director, or so obvious that it should have been
     known, to be so great as to make it highly probable that harm would
     follow from such action or omission.

     (3)  A director is deemed not to have derived an improper personal
benefit from any transaction if the transaction and the nature of any
personal benefit derived by the director are not prohibited by state or
federal law or regulation and, without further limitation:

     (a)  In an action other than a derivative suit regarding a decision
     by the director to approve, reject, or otherwise affect the outcome
     of an offer to purchase the stock of, or to effect a merger of, the
     corporation, the transaction and the nature of any personal
     benefits derived by a director are disclosed or known to all
     directors voting on the matter, and the transaction was authorized,
     approved, or ratified by at least two directors who comprise a
     majority of the disinterested directors (whether or not such
     disinterested directors constitute a quorum);

     (b)  The transaction and the nature of any personal benefits
     derived by a director are disclosed or known to the shareholders
     entitled to vote, and the transaction was authorized, approved, or
     ratified by the affirmative vote or written consent of such
     shareholders who hold a majority of the shares, the voting of which
     is not controlled by directors who derived a personal benefit from
     or otherwise had a personal interest in the transaction; or

     (c)  The transaction was fair and reasonable to the corporation at
     the time it was authorized by the board, a committee, or the
     shareholders, notwithstanding that a director received a personal
     benefit.

     (4)  The circumstances set forth in subsection (3) are not
exclusive and do not preclude the existence of other circumstances under
which a director will be deemed not to have derived an improper benefit.

     Florida Statute 607.0850  Indemnification of officers, directors,
employees, and agents.

     (1)  A corporation shall have power to indemnify any person who was
or is a party to any proceeding (other than an action by, or in the
right of, the corporation), by reason of the fact that he or she is or
was a director, officer, employee, or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests
of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

     (2)  A corporation shall have power to indemnify any person, who
was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the
defense or settlement of such proceeding, including any appeal thereof.
Such indemnification shall be authorized if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made under this subsection in respect of any
claim, issue, or matter as to which such person shall have been adjudged
to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

     (3)  To the extent that a director, officer, employee, or agent of
a corporation has been successful on the merits or otherwise in defense
of any proceeding referred to in subsection (1) or subsection (2), or in
defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or
her in connection therewith.

     (4)  Any indemnification under subsection (1) or subsection (2),
unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsection (1) or subsection (2). Such
determination shall be made:

     (a)  By the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to such proceeding;

     (b)  If such a quorum is not obtainable or, even if obtainable, by
     majority vote of a committee duly designated by the board of
     directors (in which directors who are parties may participate)
     consisting solely of two or more directors not at the time parties
     to the proceeding;

     (c)  By independent legal counsel:

          1.  Selected by the board of directors prescribed in
          paragraph (a) or the committee prescribed in paragraph (b); or

          2.  If a quorum of the directors cannot be obtained for
          paragraph (a) and the committee cannot be designated under
          paragraph (b), selected by majority vote of the full board of
          directors (in which directors who are parties may
          participate); or

     (d)  By the shareholders by a majority vote of a quorum consisting
     of shareholders who were not parties to such proceeding or, if no
     such quorum is obtainable, by a majority vote of shareholders who
     were not parties to such proceeding.

     (5)  Evaluation of the reasonableness of expenses and authorization
of indemnification shall be made in the same manner as the determination
that indemnification is permissible. However, if the determination of
permissibility is made by independent legal counsel, persons specified
by paragraph (4)(c) shall evaluate the reasonableness of expenses and
may authorize indemnification.

     (6)  Expenses incurred by an officer or director in defending a
civil or criminal proceeding may be paid by the corporation in advance
of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if he or she is ultimately found not to be entitled to
indemnification by the corporation pursuant to this section. Expenses
incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

     (7)  The indemnification and advancement of expenses provided
pursuant to this section are not exclusive, and a corporation may make
any other or further indemnification or advancement of expenses of any
of its directors, officers, employees, or agents, under any bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office. However,
indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or
other final adjudication establishes that his or her actions, or
omissions to act, were material to the cause of action so adjudicated
and constitute:

     (a)  A violation of the criminal law, unless the director, officer,
     employee, or agent had reasonable cause to believe his or her
     conduct was lawful or had no reasonable cause to believe his or her
     conduct was unlawful;

     (b)  A transaction from which the director, officer, employee, or
     agent derived an improper personal benefit;

     (c)  In the case of a director, a circumstance under which the
     liability provisions of section 607.0834 are applicable; or

     (d)  Willful misconduct or a conscious disregard for the best
     interests of the corporation in a proceeding by or in the right of
     the corporation to procure a judgment in its favor or in a
     proceeding by or in the right of a shareholder.

     (8)  Indemnification and advancement of expenses as provided in
this section shall continue as, unless otherwise provided when
authorized or ratified, to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person, unless otherwise
provided when authorized or ratified.

     (9)  Unless the corporation's articles of incorporation provide
otherwise, notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary determination of the board or
of the shareholders in the specific case, a director, officer, employee,
or agent of the corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the
court conducting the proceeding, to the circuit court, or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred
in seeking court-ordered indemnification or advancement of expenses, if
it determines that:

     (a)  The director, officer, employee, or agent is entitled to
     mandatory indemnification under subsection (3), in which case the
     court shall also order the corporation to pay the director
     reasonable expenses incurred in obtaining court-ordered
     indemnification or advancement of expenses;

     (b)  The director, officer, employee, or agent is entitled to
     indemnification or advancement of expenses, or both, by virtue of
     the exercise by the corporation of its power pursuant to subsection
     (7); or

     (c)  The director, officer, employee, or agent is fairly and
     reasonably entitled to indemnification or advancement of expenses,
     or both, in view of all the relevant circumstances, regardless of
     whether such person met the standard of conduct set forth in
     subsection (1), subsection (2), or subsection (7).

     (10)  For purposes of this section, the term "corporation" includes,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, officer,
employee, or agent of a constituent corporation, or is or was serving at
the request of a constituent corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, is in the same position under this section
with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.

     (11)  For purposes of this section:

     (a)  The term "other enterprises" includes employee benefit plans;

     (b)  The term "expenses" includes counsel fees, including those for
     appeal;

     (c)  The term "liability" includes obligations to pay a judgment,
     settlement, penalty, fine (including an excise tax assessed with
     respect to any employee benefit plan), and expenses actually and
     reasonably incurred with respect to a proceeding;

     (d)  The term "proceeding" includes any threatened, pending, or
     completed action, suit, or other type of proceeding, whether civil,
     criminal, administrative, or investigative and whether formal or
     informal;

     (e)  The term "agent" includes a volunteer;

     (f)  The term "serving at the request of the corporation" includes
     any service as a director, officer, employee, or agent of the
     corporation that imposes duties on such persons, including duties
     relating to an employee benefit plan and its participants or
     beneficiaries; and

     (g)  The term "not opposed to the best interest of the corporation"
     describes the actions of a person who acts in good faith and in a
     manner he or she reasonably believes to be in the best interests of
     the participants and beneficiaries of an employee benefit plan.

     (12)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against the person and
incurred by him or her in any such capacity or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of this
section.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

          (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

        (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

        (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to section 13(a) or section 15(d) of the Securities Exchange
     Act of 1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the initial bona
     fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
     each person to whom the prospectus is sent or given, the latest annual
     report to security holders that is incorporated by reference in the
     prospectus and furnished pursuant to and meeting the requirements of
     Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
     where interim financial information required to be presented by Article
     3 of Regulation S-X are not set forth in the prospectus, to deliver, or
     cause to be delivered to each person to whom the prospectus is sent or
     given, the latest quarterly report that is specifically incorporated by
     reference in the prospectus to provide such interim financial
     information.

     (h) That insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in
     connection with the securities being registered, the registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of
     such issue.

                                       SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Westminster, State
of Colorado, on September 17, 2002.

                                               World-Am Communications, Inc.


                                               By:  /s/  James Alexander
                                               James Alexander
                                               Chief Executive Officer

                              Special Power of Attorney

     The undersigned constitute and appoint James Alexander their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form   S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                           Date

/s/ James Alexander       Chief Executive                   September 17, 2002
James Alexander           Officer/Treasurer (principal
                          financial and accounting
                          officer)/Chairman of the Board

/s/ Edward F. Fowler      President/Director                September 17, 2002
Edward F. Fowler

/s/ David E. Forbes       Secretary/Director                September 17, 2002
David E. Forbes

/s/ James O. Golden       Director                          September 17, 2002
James O. Golden

/s/ Gary L. Borglund      Director                          September 17, 2002
Gary L. Borglund

/s/ Willis J. Kollars    Director                           September 17, 2002
Willis J. Kollars

                                      EXHIBIT INDEX

Exhibit No.                         Description

4      2002 Non-Employee Directors and Consultants Retainer Stock
       Plan, dated September 12, 2002 (see below).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountants (see below).

23.2   Consent of Counsel (see below).

24     Special Power of Attorney (see signature page).
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U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

           Florida                                59-3253968
    (State of Incorporation)                (I.R.S. Employer ID No.)

1400 West 122nd Avenue, Suite 104, Westminster, Colorado              80234
        (Address of Principal Executive Offices)                   (Zip Code)

          2002 Non-Employee Directors and Consultants Retainer Stock Plan
                            (Full title of the Plan)

                Brian F. Faulkner, A Professional Law Corporation,
           3900 Birch Street, Suite 113, Newport Beach, California 92660
                       (Name and address of agent for service)

                                   (949) 975-0544
         (Telephone number, including area code, of agent for service)

                              CALCULATION OF REGISTRATION FEE

Title of           Amount to be        Proposed      Proposed     Amount of
Securities         Registered          Maximum       Aggregate    Registration
to be                                  Offering      Offering     Fee
Registered                             Price Per     Price
                                       Share

Common Stock        80,000,000         $0.0001(1)    $8,000        $1.91

(1)   The Offering Price per Share is established under Rule 457(h)(1)
pursuant to the deemed issuance price (par value) as set forth in the
2002 Non-Employee Directors and Consultants Retainer Stock Plan (see
Exhibit 4 to this Form S-8).

                                     PART I
          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                      PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
     fiscal year ended December 31, 2001, filed on April 16, 2002.

     (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year covered
     by the financial statements contained in the Form 10-KSB referred
     to in (a) above.

     (c)  A description of the securities of the Registrant is contained
     in the Registrants' Form 8-K12g-3 filed on May 16, 2000.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, has previously been paid a total of 3,875,000 shares of
common stock of the Registrant.  These shares were paid pursuant to the
Registrant's Non-Employee Directors and Consultants Retainer Stock Plan
under Form S-8's in exchange for legal services previously rendered, or
to be rendered, under attorney-client contracts consisting of advice and
preparation work in connection with reports of the Registrant under the
Securities Exchange Act of 1934, and other general corporate and
securities work for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in either the Articles of Incorporation or
Bylaws that deal with limitation of liability, or indemnification, of
officers and directors of the Registrant.  However, the Florida Statutes
contain provision that deal with such liability and indemnification.
Florida Statute 607.0831  Liability of directors.

     (1)  A director is not personally liable for monetary damages to
the corporation or any other person for any statement, vote, decision,
or failure to act, regarding corporate management or policy, by a
director, unless:

     (a)  The director breached or failed to perform his or her duties
     as a director; and

     (b)  The director's breach of, or failure to perform, those duties
     constitutes:

          1.  A violation of the criminal law, unless the director had
          reasonable cause to believe his or her conduct was lawful or
          had no reasonable cause to believe his or her conduct was
          unlawful. A judgment or other final adjudication against a
          director in any criminal proceeding for a violation of the
          criminal law estops that director from contesting the fact
          that his or her breach, or failure to perform, constitutes a
          violation of the criminal law; but does not estop the director
          from establishing that he or she had reasonable cause to
          believe that his or her conduct was lawful or had no
          reasonable cause to believe that his or her conduct was unlawful;

          2.  A transaction from which the director derived an improper
          personal benefit, either directly or indirectly;

          3.  A circumstance under which the liability provisions of
          section 607.0834 are applicable;

          4.  In a proceeding by or in the right of the corporation to
          procure a judgment in its favor or by or in the right of a
          shareholder, conscious disregard for the best interest of the
          corporation, or willful misconduct; or

          5.  In a proceeding by or in the right of someone other than
          the corporation or a shareholder, recklessness or an act or
          omission which was committed in bad faith or with malicious
          purpose or in a manner exhibiting wanton and willful disregard
          of human rights, safety, or property.

     (2)  For the purposes of this section, the term "recklessness"
means the action, or omission to act, in conscious disregard of a risk:

     (a)  Known, or so obvious that it should have been known, to the
     director; and

     (b)  Known to the director, or so obvious that it should have been
     known, to be so great as to make it highly probable that harm would
     follow from such action or omission.

     (3)  A director is deemed not to have derived an improper personal
benefit from any transaction if the transaction and the nature of any
personal benefit derived by the director are not prohibited by state or
federal law or regulation and, without further limitation:

     (a)  In an action other than a derivative suit regarding a decision
     by the director to approve, reject, or otherwise affect the outcome
     of an offer to purchase the stock of, or to effect a merger of, the
     corporation, the transaction and the nature of any personal
     benefits derived by a director are disclosed or known to all
     directors voting on the matter, and the transaction was authorized,
     approved, or ratified by at least two directors who comprise a
     majority of the disinterested directors (whether or not such
     disinterested directors constitute a quorum);

     (b)  The transaction and the nature of any personal benefits
     derived by a director are disclosed or known to the shareholders
     entitled to vote, and the transaction was authorized, approved, or
     ratified by the affirmative vote or written consent of such
     shareholders who hold a majority of the shares, the voting of which
     is not controlled by directors who derived a personal benefit from
     or otherwise had a personal interest in the transaction; or

     (c)  The transaction was fair and reasonable to the corporation at
     the time it was authorized by the board, a committee, or the
     shareholders, notwithstanding that a director received a personal
     benefit.

     (4)  The circumstances set forth in subsection (3) are not
exclusive and do not preclude the existence of other circumstances under
which a director will be deemed not to have derived an improper benefit.

     Florida Statute 607.0850  Indemnification of officers, directors,
employees, and agents.

     (1)  A corporation shall have power to indemnify any person who was
or is a party to any proceeding (other than an action by, or in the
right of, the corporation), by reason of the fact that he or she is or
was a director, officer, employee, or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against liability incurred in connection with
such proceeding, including any appeal thereof, if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests
of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

     (2)  A corporation shall have power to indemnify any person, who
was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the
defense or settlement of such proceeding, including any appeal thereof.
Such indemnification shall be authorized if such person acted in good
faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made under this subsection in respect of any
claim, issue, or matter as to which such person shall have been adjudged
to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

     (3)  To the extent that a director, officer, employee, or agent of
a corporation has been successful on the merits or otherwise in defense
of any proceeding referred to in subsection (1) or subsection (2), or in
defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or
her in connection therewith.

     (4)  Any indemnification under subsection (1) or subsection (2),
unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsection (1) or subsection (2). Such
determination shall be made:

     (a)  By the board of directors by a majority vote of a quorum
     consisting of directors who were not parties to such proceeding;

     (b)  If such a quorum is not obtainable or, even if obtainable, by
     majority vote of a committee duly designated by the board of
     directors (in which directors who are parties may participate)
     consisting solely of two or more directors not at the time parties
     to the proceeding;

     (c)  By independent legal counsel:

          1.  Selected by the board of directors prescribed in
          paragraph (a) or the committee prescribed in paragraph (b); or

          2.  If a quorum of the directors cannot be obtained for
          paragraph (a) and the committee cannot be designated under
          paragraph (b), selected by majority vote of the full board of
          directors (in which directors who are parties may
          participate); or

     (d)  By the shareholders by a majority vote of a quorum consisting
     of shareholders who were not parties to such proceeding or, if no
     such quorum is obtainable, by a majority vote of shareholders who
     were not parties to such proceeding.

     (5)  Evaluation of the reasonableness of expenses and authorization
of indemnification shall be made in the same manner as the determination
that indemnification is permissible. However, if the determination of
permissibility is made by independent legal counsel, persons specified
by paragraph (4)(c) shall evaluate the reasonableness of expenses and
may authorize indemnification.

     (6)  Expenses incurred by an officer or director in defending a
civil or criminal proceeding may be paid by the corporation in advance
of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if he or she is ultimately found not to be entitled to
indemnification by the corporation pursuant to this section. Expenses
incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

     (7)  The indemnification and advancement of expenses provided
pursuant to this section are not exclusive, and a corporation may make
any other or further indemnification or advancement of expenses of any
of its directors, officers, employees, or agents, under any bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office. However,
indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or
other final adjudication establishes that his or her actions, or
omissions to act, were material to the cause of action so adjudicated
and constitute:

     (a)  A violation of the criminal law, unless the director, officer,
     employee, or agent had reasonable cause to believe his or her
     conduct was lawful or had no reasonable cause to believe his or her
     conduct was unlawful;

     (b)  A transaction from which the director, officer, employee, or
     agent derived an improper personal benefit;

     (c)  In the case of a director, a circumstance under which the
     liability provisions of section 607.0834 are applicable; or

     (d)  Willful misconduct or a conscious disregard for the best
     interests of the corporation in a proceeding by or in the right of
     the corporation to procure a judgment in its favor or in a
     proceeding by or in the right of a shareholder.

     (8)  Indemnification and advancement of expenses as provided in
this section shall continue as, unless otherwise provided when
authorized or ratified, to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person, unless otherwise
provided when authorized or ratified.

     (9)  Unless the corporation's articles of incorporation provide
otherwise, notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary determination of the board or
of the shareholders in the specific case, a director, officer, employee,
or agent of the corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the
court conducting the proceeding, to the circuit court, or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred
in seeking court-ordered indemnification or advancement of expenses, if
it determines that:

     (a)  The director, officer, employee, or agent is entitled to
     mandatory indemnification under subsection (3), in which case the
     court shall also order the corporation to pay the director
     reasonable expenses incurred in obtaining court-ordered
     indemnification or advancement of expenses;

     (b)  The director, officer, employee, or agent is entitled to
     indemnification or advancement of expenses, or both, by virtue of
     the exercise by the corporation of its power pursuant to subsection
     (7); or

     (c)  The director, officer, employee, or agent is fairly and
     reasonably entitled to indemnification or advancement of expenses,
     or both, in view of all the relevant circumstances, regardless of
     whether such person met the standard of conduct set forth in
     subsection (1), subsection (2), or subsection (7).

     (10)  For purposes of this section, the term "corporation" includes,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, officer,
employee, or agent of a constituent corporation, or is or was serving at
the request of a constituent corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, is in the same position under this section
with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.

     (11)  For purposes of this section:

     (a)  The term "other enterprises" includes employee benefit plans;

     (b)  The term "expenses" includes counsel fees, including those for
     appeal;

     (c)  The term "liability" includes obligations to pay a judgment,
     settlement, penalty, fine (including an excise tax assessed with
     respect to any employee benefit plan), and expenses actually and
     reasonably incurred with respect to a proceeding;

     (d)  The term "proceeding" includes any threatened, pending, or
     completed action, suit, or other type of proceeding, whether civil,
     criminal, administrative, or investigative and whether formal or
     informal;

     (e)  The term "agent" includes a volunteer;

     (f)  The term "serving at the request of the corporation" includes
     any service as a director, officer, employee, or agent of the
     corporation that imposes duties on such persons, including duties
     relating to an employee benefit plan and its participants or
     beneficiaries; and

     (g)  The term "not opposed to the best interest of the corporation"
     describes the actions of a person who acts in good faith and in a
     manner he or she reasonably believes to be in the best interests of
     the participants and beneficiaries of an employee benefit plan.

     (12)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against the person and
incurred by him or her in any such capacity or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of this
section.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

          (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

        (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

        (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to section 13(a) or section 15(d) of the Securities Exchange
     Act of 1934 (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the initial bona
     fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
     each person to whom the prospectus is sent or given, the latest annual
     report to security holders that is incorporated by reference in the
     prospectus and furnished pursuant to and meeting the requirements of
     Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
     where interim financial information required to be presented by Article
     3 of Regulation S-X are not set forth in the prospectus, to deliver, or
     cause to be delivered to each person to whom the prospectus is sent or
     given, the latest quarterly report that is specifically incorporated by
     reference in the prospectus to provide such interim financial
     information.

     (h) That insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against
     such liabilities (other than the payment by the registrant of expenses
     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in
     connection with the securities being registered, the registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of
     such issue.

                                       SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of Westminster, State
of Colorado, on September 17, 2002.

                                               World-Am Communications, Inc.

                                               By:  /s/  James Alexander
                                               James Alexander
                                               Chief Executive Officer

                              Special Power of Attorney

     The undersigned constitute and appoint James Alexander their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form   S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

Signature                    Title                           Date

/s/ James Alexander       Chief Executive                   September 17, 2002
James Alexander           Officer/Treasurer (principal
                          financial and accounting
                          officer)/Chairman of the Board

/s/ Edward F. Fowler      President/Director                September 17, 2002
Edward F. Fowler

/s/ David E. Forbes       Secretary/Director                September 17, 2002
David E. Forbes

/s/ James O. Golden       Director                          September 17, 2002
James O. Golden

/s/ Gary L. Borglund      Director                          September 17, 2002
Gary L. Borglund

/s/ Willis J. Kollars    Director                           September 17, 2002
Willis J. Kollars

                                      EXHIBIT INDEX

Exhibit No.                         Description

4      2002 Non-Employee Directors and Consultants Retainer Stock
       Plan, dated September 12, 2002 (see below).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountants (see below).

23.2   Consent of Counsel (see below).

24     Special Power of Attorney (see signature page).