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 charter)

     Florida                                                  59-3253968
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


         1400 West 122nd Avenue, Suite 104, Westminster, Colorado 80234
                                  (303) 452-0022
(Address and telephone number of Registrant's Principal Executive Offices)

                                Marc R. Tow, Esq.
                           Marc R. Tow & Associates APC
                           3900 Birch Street, Suite 113
                              Newport Beach, CA 92660
                                   (949) 975-0544
            (Name, address and telephone number of agent for service)

                              2002 STOCK COMPENSATION PLAN
                                (Full title of the plan)

                          Copies of all communications to:
                             Marc R. Tow & Associates, APC
                              3900 Birch Street, Suite 113
                             Newport Beach, California 92660
                                Telephone (949) 975-0544
                                 Facsimile (949) 975-0547

                           Calculation of Registration Fee

Title of      Amount to be      Proposed maximum      Proposed    Amount of
securities     registered       offering price per    maximum     registration
to be                               share             offering       fee
registered                                            price

Common Stock,
par value
$0.001         55,000,000(1)        $0.01(2)           $550,000.00(2)  $50.60

(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.

(2) The proposed maximum offering price per share of Common Stock and
the proposed maximum aggregate offering price are calculated solely
for the purpose of determining the registration fee pursuant to Rule
457(h) under the Securities Act of 1933. The fee for the shares being
registered is based on a price of $0.01 per share, which was the
closing bid price of the Common Stock on December 16, 2002, as
reported on the OTC Bulletin Board.

                                TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Item 4. Description of Securities

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. Exemption for Registration Claimed

Item 8. Exhibits

Item 9. Undertakings

SIGNATURES

EXHIBIT 4

EXHIBIT 5

EXHIBIT 23.1

EXHIBIT 23.2

EXHIBIT 24

              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.

A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or
any document required to be delivered pursuant to Rule 428(b) under
the Securities Act will be furnished without charge upon written or
oral request. Requests should be addressed to 1400 West 122nd Avenue,
Suite 104 Westminster, CO 80234.

                                    PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company under the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2001 as 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.

In addition, all documents subsequently filed 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 into this registration statement and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
in a subsequently filed document which is also incorporated by
reference herein modified or superseded such statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS 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.

Marc R. Tow & Associates, APC, counsel for the Registrant as giving
an opinion on the validity of the securities being registered, has
previously been paid a total of 1,000,000 shares of common stock of
the Registrant.  These shares were paid pursuant to the Registrant's
2002 Stock Compensation Plan under registered on Form S-8 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 Company hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set
forth in the 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.

(4) The undersigned registrant hereby undertakes 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.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 that the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person of the Company in the successful defense of that
action suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Company 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 of 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, as
amended, 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 authorized, in City of
Westminster, State of Colorado, on December 18, 2002.

                                   WORLD AM COMMUNICATIONS, INC.
                                   /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 Officer/Treasurer    December 18, 2002
     James Alexander     (principal financial and accounting
                         officer)/ Chairman of the Board

/s/  Edward F. Fowler    President                            December 18, 2002
     Edward F. Fowler
President

/s/  David E. Forbes     Secretary/Director                   December 18, 2002
     David E. Forbes

/s/  Al Youngs           Director                             December 18, 2002
     Al Youngs

/s/  Steve Zamzow        Director                             December 18, 2002
     Steve Zamzow

/s/  Willis J. Kollars   Director                             December 18, 2002
     Willis J. Kollars

                                   EXHIBIT INDEX

Exhibit No.                       Description

4      2002 Stock Compensation Plan, dated December 16, 2002
       (filed herewith).

5      Opinion Re: Legality (filed herewith).

23.1   Consent of Accountants (filed herewith).

23.2   Consent of Counsel (included in Exhibit 5).

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 charter)

     Florida                                                  59-3253968
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

         1400 West 122nd Avenue, Suite 104, Westminster, Colorado 80234
                                  (303) 452-0022
(Address and telephone number of Registrant's Principal Executive Offices)

                                Marc R. Tow, Esq.
                           Marc R. Tow & Associates APC
                           3900 Birch Street, Suite 113
                              Newport Beach, CA 92660
                                   (949) 975-0544
            (Name, address and telephone number of agent for service)

                              2002 STOCK COMPENSATION PLAN
                                (Full title of the plan)

                          Copies of all communications to:
                             Marc R. Tow & Associates, APC
                              3900 Birch Street, Suite 113
                             Newport Beach, California 92660
                                Telephone (949) 975-0544
                                 Facsimile (949) 975-0547

                           Calculation of Registration Fee

Title of      Amount to be      Proposed maximum      Proposed    Amount of
securities     registered       offering price per    maximum     registration
to be                               share             offering       fee
registered                                            price

Common Stock,
par value
$0.001         55,000,000(1)        $0.01(2)           $550,000.00(2)  $50.60

(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.

(2) The proposed maximum offering price per share of Common Stock and
the proposed maximum aggregate offering price are calculated solely
for the purpose of determining the registration fee pursuant to Rule
457(h) under the Securities Act of 1933. The fee for the shares being
registered is based on a price of $0.01 per share, which was the
closing bid price of the Common Stock on December 16, 2002, as
reported on the OTC Bulletin Board.

                                TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Item 4. Description of Securities

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. Exemption for Registration Claimed

Item 8. Exhibits

Item 9. Undertakings

SIGNATURES

EXHIBIT 4

EXHIBIT 5

EXHIBIT 23.1

EXHIBIT 23.2

EXHIBIT 24

              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.

A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or
any document required to be delivered pursuant to Rule 428(b) under
the Securities Act will be furnished without charge upon written or
oral request. Requests should be addressed to 1400 West 122nd Avenue,
Suite 104 Westminster, CO 80234.

                                    PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company under the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2001 as 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.

In addition, all documents subsequently filed 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 into this registration statement and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
in a subsequently filed document which is also incorporated by
reference herein modified or superseded such statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS 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.

Marc R. Tow & Associates, APC, counsel for the Registrant as giving
an opinion on the validity of the securities being registered, has
previously been paid a total of 1,000,000 shares of common stock of
the Registrant.  These shares were paid pursuant to the Registrant's
2002 Stock Compensation Plan under registered on Form S-8 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 Company hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set
forth in the 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.

(4) The undersigned registrant hereby undertakes 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.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 that the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person of the Company in the successful defense of that
action suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Company 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 of 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, as
amended, 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 authorized, in City of
Westminster, State of Colorado, on December 18, 2002.

                                   WORLD AM COMMUNICATIONS, INC.
                                   /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 Officer/Treasurer    December 18, 2002
     James Alexander     (principal financial and accounting
                         officer)/ Chairman of the Board

/s/  Edward F. Fowler    President                            December 18, 2002
     Edward F. Fowler
President

/s/  David E. Forbes     Secretary/Director                   December 18, 2002
     David E. Forbes

/s/  Al Youngs           Director                             December 18, 2002
     Al Youngs

/s/  Steve Zamzow        Director                             December 18, 2002
     Steve Zamzow

/s/  Willis J. Kollars   Director                             December 18, 2002
     Willis J. Kollars

                                   EXHIBIT INDEX

Exhibit No.                       Description

4      2002 Stock Compensation Plan, dated December 16, 2002
       (filed herewith).

5      Opinion Re: Legality (filed herewith).

23.1   Consent of Accountants (filed herewith).

23.2   Consent of Counsel (included in Exhibit 5).

24     Special Power of Attorney (see signature page).