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 Ave., Suite 104, Westminster, Colorado           80234
   (Address of Principal Executive Offices)                  (Zip Code)

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

Brian F. Faulkner, Esq., 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            6,000,000       $0.100 (1)  $600,0OO     $150.00

Common
Stock           24,000,000       $0.001 (2)  $ 24,000     $  6.00

(1)  This offering price per share is established in accordance
with Rule 457(h)(1) as the exercise price of the options as set
forth in the Employee Stock Incentive Plan, attached as Exhibit
4.1 to this Form S-8.

(2)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Non-Employee Directors and Consultants Retainer Stock Plan,
attached as Exhibit 4.2 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 Form 8-K12g-3, which became effective on May
16, 2000, contains audited financial statements for the
Registrant's fiscal year ended December 31, 1999 and unaudited
financial statements for the quarter ended March 31, 2000.

(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 8-K12g-3 referred
to in (a) above.

(c)  A description of the securities of the Registrant is contained
in the Registrants' Form 8-K12g-3 referred to in (a) above.
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.

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.

Item 6. Indemnification of Directors and Officers.

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

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 January 25, 2001.

                               World Am Communications, Inc.


                               By:  /s/  James Alexander
                               James Alexander
                               President/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:


                                  /s/ James Alexander
                                  James Alexander
                                  President/Chief Executive Officer/Director
                                  January 25, 2001

                                  /s/ Paul Labarille
                                  Paul Labarille
                                  Secretary/Chief Technical Officer/Director
                                  January 25, 2001

                          EXHIBIT INDEX

Exhibit                        Description
No.

4.1     Employee Stock Incentive Plan, dated January 22, 2001 (see below).

4.2     Non-Employee Directors and Consultants Retainer Stock
        Plan, dated January 5, 2001 (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 Ave., Suite 104, Westminster, Colorado           80234
   (Address of Principal Executive Offices)                  (Zip Code)

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

Brian F. Faulkner, Esq., 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            6,000,000       $0.100 (1)  $600,0OO     $150.00

Common
Stock           24,000,000       $0.001 (2)  $ 24,000     $  6.00

(1)  This offering price per share is established in accordance
with Rule 457(h)(1) as the exercise price of the options as set
forth in the Employee Stock Incentive Plan, attached as Exhibit
4.1 to this Form S-8.

(2)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Non-Employee Directors and Consultants Retainer Stock Plan,
attached as Exhibit 4.2 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 Form 8-K12g-3, which became effective on May
16, 2000, contains audited financial statements for the
Registrant's fiscal year ended December 31, 1999 and unaudited
financial statements for the quarter ended March 31, 2000.

(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 8-K12g-3 referred
to in (a) above.

(c)  A description of the securities of the Registrant is contained
in the Registrants' Form 8-K12g-3 referred to in (a) above.
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.

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.

Item 6. Indemnification of Directors and Officers.

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

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 January 25, 2001.

                               World Am Communications, Inc.

                               By:  /s/  James Alexander
                               James Alexander
                               President/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:

                                  /s/ James Alexander
                                  James Alexander
                                  President/Chief Executive Officer/Director
                                  January 25, 2001

                                  /s/ Paul Labarille
                                  Paul Labarille
                                  Secretary/Chief Technical Officer/Director
                                  January 25, 2001

                          EXHIBIT INDEX

Exhibit                        Description
No.

4.1     Employee Stock Incentive Plan, dated January 22, 2001 (see below).

4.2     Non-Employee Directors and Consultants Retainer Stock
        Plan, dated January 5, 2001 (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).