UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September 26~~ January 3, ~~2007~~2009

WORLD AM, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	0-30639 (Commission File Number)	90-0142757 (I.R.S. Employer Identification No.)
4340 Von Karman Ave., Suite 200 Newport Beach, CA 92660 (Address of principal executive offices) (zip code)
(949) 955-5355 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

Nevada

(State or other

jurisdiction of incorporation)

0-30639

(Commission

File Number)

90-0142757

(I.R.S. Employer

Identification No.)

4340 Von Karman Ave., Suite 200

Newport Beach, CA 92660

(Address of principal executive offices) (zip code)

(949) 955-5355

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 4 -1 ~~Matters~~– ~~Related~~Registrant’s toBusiness ~~Accountants~~ and ~~Financial Statements~~Operations

Item 41.~~02 Non-Reliance~~01 Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related Audit~~Material ~~Report~~Definitive ~~or Completed Interim Review~~Agreement.

On ~~September~~ 26January 3, ~~2007~~2009, we ~~concluded~~entered ~~that~~into ~~our~~an Asset ~~previously~~Purchase ~~reported~~Agreement ~~financial statements~~effective ~~for~~as of December 31, 2008 (the ~~three~~“Agreement”) with Isotec, Inc., our wholly-owned subsidiary (“Isotec”) and ~~six~~Isotec ~~months~~Security, Inc. ~~ended~~(“ISI”), ~~June~~a 30Colorado corporation controlled by David J. Barnes, ~~2007~~our former officer and director (“Barnes”), ~~did~~whereby ~~not~~Isotec ~~properly~~agreed to sell substantially all ~~account~~of ~~for~~its ~~certain~~assets ~~warrants~~to weISI, ~~issued~~and not to ~~certain~~compete ~~investors~~with ISI, in ~~conjunction with their~~exchange ~~purchase~~for of(i) $250,000; (ii) ~~our~~the ~~common~~assumption ~~stock~~by asISI ~~liability~~of ~~instruments.~~unpaid Wecompensation ~~discovered~~owed by ~~this error~~Isotec ~~during~~to various individuals in an ~~internal~~amount ~~review~~not to exceed $13,000; (iii) the assumption by ISI of ~~our~~unpaid ~~previously~~Isotec ~~filed~~payroll ~~Form~~withholding ~~10-QSB~~taxes for ~~these~~the 2008 ~~periods.~~calendar ~~Therefore~~year, weif ~~will~~any; beand ~~filing~~(iv) anthe ~~amended~~assumption ~~Quarterly~~by ~~Report~~ISI onof ~~Form~~various obligations, ~~10-QSB/A~~including, ~~for~~but ~~the~~not ~~quarterly~~limited ~~period~~to, ~~ended~~the ~~June~~principal ~~30,~~and ~~2007,~~accrued toand ~~make~~unpaid ~~the~~interest ~~necessary~~and ~~corrections~~expenses payable to ~~account~~Barnes ~~for~~pursuant ~~the~~to ~~warrants~~a weSecured ~~issued,~~Promissory ~~which~~Note ~~will~~dated ~~contain~~June an19, ~~explanation~~2008, as amended, in athe ~~note~~approximate toamount ~~the~~of ~~unaudited~~$206,000 ~~condensed~~(the ~~consolidated~~“Barnes ~~financial~~Note”) ~~statements.~~(collectively, the “Purchase Price”). The ~~revisions~~cash ~~will~~portion ~~result~~of in the ~~correction~~Purchase ofPrice ~~certain~~will ~~amounts~~be ~~categorized~~paid asby ~~derivative~~delivery ~~and~~at ~~warrant~~the ~~liabilities; additional~~closing ~~paid-~~of (i) cash in ~~capital~~the amount of $30,000, and ~~the~~(ii) ~~change~~a promissory note in ~~fair~~the ~~value~~approximate ofprincipal ~~derivative~~amount ~~and~~of ~~warrant~~$220,000, ~~liabilities~~payable in ~~our~~eleven ~~unaudited~~installments ~~condensed~~of ~~consolidated~~approximately ~~financial~~$20,000, ~~statements~~without ~~for these periods~~interest.

~~Our authorized~~In ~~officers~~conjunction ~~have~~with ~~discussed~~the obligation of ISI to assume the ~~matters~~Barnes ~~disclosed~~Note, inwe ~~this~~entered ~~filing~~into ~~with~~a Note Modification Agreement and ~~our~~Release of Security and Guarantor (the “Note Modification Agreement”), whereby ~~independent~~ISI ~~registered~~released ~~public~~Isotec ~~accounting~~and ~~firm.~~us Wefrom ~~anticipate~~our ~~that~~respective ~~restated~~obligations, commitments and ~~financial~~liabilities ~~statements~~under ~~for~~(i) the ~~effected~~Barnes ~~periods~~Note, ~~will~~as beamended, ~~filed~~(ii) ~~with~~ the ~~Securities~~Security Agreement ~~and~~dated ~~Exchange~~as ~~Commission~~of ~~before~~June ~~the~~19, ~~filling~~2008, pursuant to which Isotec granted Barnes a security interest in certain assets of Isotec in consideration of Barnes’ loan under the Barnes ~~third~~Note, ~~quarter~~and ~~financial~~(iii) the Guaranty of Payment Agreement date as of August 1, ~~statements~~2008, onpursuant ~~Form~~to ~~10-QSB~~which we guaranteed performance of Isotec’s obligations under the Barnes Note.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective as of December 31, 2008, pursuant to the Agreement, Isotec completed the disposition to ISI of all of its rights and assets, real, personal, and mixed, tangible or intangible, used in or necessary for the operation of its principal business of developing, integrating and supplying passage control security products (broadly categorized as access control, weapons control, or materials control systems) to customers for use in commercial, retail and government sectors, in exchange for the Purchase Price.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description

10.1		Asset Purchase Agreement dated January 3, 2009

10.2		Note Modification Agreement dated January 3, 2009

10.3		Promissory Note from Isotec Security, Inc. dated January 3, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	World Am, Inc. a Nevada corporation
Dated: January 8, 2009	World Am, Inc.,
Dated: October 2, 2007		/s/ Robert A. Hovee
	a Nevada corporation
		By: Robert A. Hovee
	/s/ Frederick T. Rogers
		Its: Chief Executive Officer
	By:	Frederick T. Rogers
	Its:	President

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