SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   Form 10-QSB


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended June 30, 2000            Commission file number 000-28789



                                    WOM, INC.
 ------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



             New York                                     14-1818862
 ------------------------------------------------------------------------------
 (State or other jurisdiction of                  (Internal Revenue Service
  incorporation or organization)                   Employer Identification No.)



                  1151 Flatbush Road, Kingston, New York          12401
 ------------------------------------------------------------------------------

               (Address of principal executive office)          (Zip Code)


         Issuer's Telephone Number, including area code: (914) 336-7700


                                       N/A
  -----------------------------------------------------------------------------
 (Former name, former  address  and former fiscal year, if changed since last
  report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act during the  preceding  12 months (or for such
shorter period that the  Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                                     Yes __X__      No____


Transitional Small Business Disclosure Format        Yes______      No ___X___

                                       1

<PAGE>

Part 1 -  Financial Information
Item 1.  FINANCIAL STATEMENTS

                                    WOM, INC.
                                  BALANCE SHEET

<TABLE>
<CAPTION>
<S>

                                                                              <C>                  <C>
                                                                              June 30, 2000         March 31, 2000
                                                                              -------------         --------------
                                                                               (Unaudited)
                                 ASSETS

Cash                                                                           $     54             $     54
                                                                                ========             ========


                                   LIABILITIES AND STOCKHOLDER'S EQUITY

Accrued expenses                                                               $  4,080             $    100
                                                                                --------             --------
    Total Liabilities                                                             4,080                  100

Shareholders' Equity:
Common stock, $.01 par value, 250,000 shares authorized;
    issued 135,886 at June 30, 2000 and 100 at March 31, 2000                     1,359                    1
Additional paid in capital                                                            -                   99
Accumulated deficit                                                              (5,385)                (146)
                                                                                --------               --------
      Total Shareholders' Equity (Deficit)                                       (4,026)                 (46)
                                                                                --------               --------
      Total Liabilities and Shareholders' Equity                               $     54              $    54
                                                                                ========               ========

See accompanying notes to unaudited financial statements.

</TABLE>

                                       2
<PAGE>

                                    WOM, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>
                                                                                <C>
                                                                                Three months ended
                                                                                June 30, 2000
                                                                                ------------------
Costs and Expenses:
    Selling, general and
       administrative expenses                                                 $  3,940
                                                                                -------
       Total Costs and Expenses                                                   3,940
                                                                                -------
Loss Before Income Taxes                                                         (3,940)

Provision for Income Taxes                                                          (40)
                                                                                --------
Net Loss                                                                       $ (3,980)
                                                                                --------
Basic Loss per Share                                                           $   (.03)
                                                                                --------
Basic Weighted Average Number of Shares Outstanding                             135,886
                                                                                =========

</TABLE>

See accompanying notes to unaudited financial statements.

                                       3

<PAGE>

                                    WOM, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)




                                                           Three months ended
                                                             June 30, 2000
                                                           -------------------
Operating Activities:
    Net loss                                                 $  (3,980)
Adjustments:
    Increase in accrued expenses                                 3,980
                                                                 ------
    Net Cash Used
       By Operating Activities                                       -
                                                                 ------
Increase in Cash                                                     -
Cash Beginning                                                      54
                                                                 ------
Cash Ending                                                   $     54
                                                                 ======
Supplemental Cash Flow Information:
    Interest paid                                             $      0
    Income taxes paid                                                0


See accompanying notes to unaudited financial statements.

                                       4

<PAGE>


                                    WOM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


A.   The accompanying unaudited financial  statements  have  been  prepared  in
accordance  with  the  generally  accepted  accounting  principals  for  interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include all the  information  and  footnotes  required by  generally
accepted accounting principles for complete financial statements. In the opinion
of management,  the accompanying  financial  statements  contain all adjustments
(consisting  only of normal recurring  adjustments)  necessary to present fairly
the financial  position of WOM, Inc.  (the  "Company") as of June 30, 2000,  and
March 31, 2000;  the results of  operations  for the three months ended June 30,
2000; and the statement of cash flows for the corresponding three month period.

B.     Business
WOM,  Inc.   ("WOM")  was   incorporated  in  December  1999  by  Besicorp  Ltd.
("Besicorp"),  by the  contribution  of $100 in  exchange  for 100 shares of WOM
common stock in order to  effectuate a spin-off  prior to the merger of Besicorp
Ltd. WOM was  established in order to permit the named plaintiff in the Bansbach
Litigation to remain eligible to maintain the Bansbach Litigation (See Note 2 of
the Notes to Financial Statements filed with the Company's annual report on Form
10-KSB for the year ended March 31, 2000).  Capitalized terms used without being
defined  herein shall have the  meanings  ascribed to such terms by WOM's Annual
Report  on Form  10-KSB  for the  year  ended  March  31,  2000  filed  with the
Securities and Exchange Commission on or about June 29, 2000.

C.  Common Stock
Prior to the completion of the Besicorp Ltd. merger, WOM issued to Besicorp Ltd.
in addition to the 100 shares of WOM Common Stock held by Besicorp Ltd., 135,786
shares of WOM Common Stock,  which Besicorp Ltd. distributed on a one share for
one share basis to the shareholders of Besicorp Ltd. based on the 135,886 shares
of Besicorp Ltd. common stock outstanding on April 25, 2000, the date of the
Merger.

D.     Legal Proceedings
See Note 2 of the Notes to Financial  Statements filed with the Company's annual
report on Form 10-KSB for the year ended March 31, 2000.

Item 2.   Management's Discussion and Analysis of Plan of Operations
          ----------------------------------------------------------

The discussion below includes or may include certain forward-looking  statements
that involve  risks and  uncertainties  that concern WOM's  financial  position,
projected costs,  and plans and objectives of management for future  operations,
as well as other  statements,  including such words as "anticipate,"  "believe,"
"plan," "estimate," "expect," "intend," and other similar expressions.  Although
we believe our  expectations  reflected in such  forward-looking  statements are
based on reasonable  assumptions,  you are  cautioned  that we cannot assure you
that  such   expectations  will  prove  correct  and  that  actual  results  and
developments may differ  materially from those conveyed in such  forward-looking
statements.  Important  factors  that  could  cause  actual  results  to  differ
materially from the  expectations  reflected in the  forward-looking  statements
herein include:

-        Costs or difficulties  related to our  establishment as an independent
         entity  (including our ability to fund our operations from the Escrow
         Fund);
-        The time it takes to resolve the Bansbach Litigation; and
-        The outcome of the Bansbach Litigation.

These  forward-looking  statements  speak  only as of the date on which they are
made and we are not  undertaking  any  obligation to update any  forward-looking
statement to reflect events or circumstances  after the date of this report.  If
we do update or correct one or more  forward-looking  statement,  you should not
conclude  that we will make  additional  updates  or  corrections  with  respect
thereto or with respect to other forward-looking statements.

                                       5

As indicated previously, we are not engaged in any business activities nor do we
intend to engage in any such  activities and,  accordingly,  we do not expect to
have any future revenues or profits.  Our expenses  generally will be limited to
the  expenses  incurred in  preparing  documents  required to be filed by public
companies,  the  expense  of  distributing  materials  to  shareholders  and the
transfer  agent's  fees,  as well as the costs  associated  with  defending  the
Bansbach  Litigation.  These  expenses will  generally be paid directly from the
Escrow Fund and will not be reflected on our  financial  statements.  We have no
full-time  employees  and  no  offices;  Besicorp  agreed  in  the  Contribution
Agreement  to provide us with the services of its  employees  and to allow us to
use its  offices  free of  charge  to the  extent  that we  determine  they  are
reasonably  necessary and for so long as we shall seek such services and the use
of such offices.

WOM's  principal  assets  consist of its  interests in the Bansbach  Litigation.
These  contingent  assets  comprise  Old  Besicorp's  interests  in the Bansbach
Litigation  that  Besicorp  received  from Old Besicorp as a result of the Prior
Merger Order. We believe that these contingent  assets generally  consist of any
recovery to which Old Besicorp  would be entitled as a result of the  resolution
of the Bansbach  Litigation.  (However,  we are under no obligation to prosecute
the  action  or to  assist  the  plaintiff,  financially  or  otherwise,  in his
prosecution of the Bansbach Litigation and we have no intention of providing any
assistant  to  the  plaintiff.)  Because  we are  not  engaged  in any  business
activity,  these assets are our only possible  source of revenues.  These assets
will not generate  any  revenues to WOM unless  there is a  settlement  or final
judgment in favor of the plaintiff in the Bansbach Litigation.

We have also  assumed  the  contingent  liabilities  comprising  Old  Besicorp's
interests in the Bansbach Litigation that Besicorp received from Old Besicorp as
a result of the Prior Merger Order. We believe that these contingent liabilities
generally  consist of any  damages for which Old  Besicorp  would be liable as a
result of the  resolution of the Bansbach  Litigation.  Therefore,  we intend to
defend   ourselves   from   liability   to  the  extent  we  deem   appropriate.
Reimbursements  for the costs of  defending  ourselves  will be sought  from the
Escrow Fund. In addition,  if we are required to pay damages,  we expect to seek
the  money  to pay such  damages  from  the  Escrow  Fund  unless  the  judgment
prohibited such  reimbursement;  if any of the other  defendants in the Bansbach
Litigation,  are required to pay damages we  anticipate  that we will  indemnify
them and seek the money for such  indemnification  from the Escrow  Fund  unless
either (i) the judgment prohibited such  indemnification or (ii) indemnification
is impermissible under the NYBCL.  However,  there can be no assurance that such
amounts will be  available  from the Escrow Fund or that WOM will be entitled to
receive any such monies from the Escrow Fund.

Liquidity and Capital Resources
As of June  30,  2000,  we had  cash  of  $54,  which  represented  our  initial
capitalization,  less bank  charges.  We will not attempt to incur debt or raise
capital.  However,  the parties to the Escrow  Agreement,  which was executed in
connection  with the  Prior  Plan of  Merger,  have  agreed  (i) to permit us to
receive up to $35,000 (the "Annual  Expenses")  annually in reimbursements  from
the Escrow Fund to cover our reasonable  expenses in connection with maintaining
our existence,  complying with the Exchange Act and such other matters as may be
reasonably  necessary to permit the Bansbach Litigation to continue and (ii) WOM
Litigation  Costs (i.e.  our costs and  expenses  relating  to (a) the  Bansbach
Litigation,   (b)  litigation  arising  out  of  or  relating  to  the  Bansbach
Litigation,  (c) the Spin-Off and (d) our existence.  Therefore, the Escrow Fund
is not a source of funds to the  extent we need  more than  $35,000  in any year
(except for WOM Litigation Costs, which do not have a maximum amount).

We believe that the Escrow Fund will be available to satisfy any claims  against
WOM resulting from the Bansbach Litigation,  and, accordingly, we do not believe
that the assumption of the contingent  liabilities  will have any adverse effect
on our financial position or liquidity.  While we are dependent upon our ability
to  obtain  money  from  the  Escrow  Fund to pay  these  expenses  and  without
reimbursements  from the Escrow Fund, we will not be able to pay our obligations
as they  become due and may be forced to  curtail  activities,  we believe  that
approximately  $5.7  million  in the  Escrow  Fund as of July 31,  2000  will be
sufficient to fund the Annual Expenses,  indemnify BGI Parent,  Old Besicorp and
other  Purchaser  Indemnities  pursuant  to the  Indemnification  Agreement  and
reimburse Besicorp for its Litigation Costs.

                                       6
<PAGE>

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits
         Exhibit 27   Financial Data Schedule

(b)      Reports on Form 8-K

On May 10, 2000 the Company filed a report on Form 8-K  disclosing the change in
control  of the  Company  which was  effected  by the  Spin-Off  and  Merger (as
defined).

On July 10,  2000 the  Company  filed a report on Form 8-K to amend  the  report
filed on Form 8-K filed on May 10,  2000.  The report  contained  the  Financial
Statement of WOM, Inc.

On July 11,  2000 the  company  filed a report on Form 8-K to amend  the  report
filed on July 10, 2000.

                                       7

<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report on Form 10-QSB to be signed on
its behalf by the undersigned hereunto duly authorized.

                                  /s/ James E. Curtin
                                      -----------------------------------------
                                      James E. Curtin, Chief Accounting Officer

Dated: August 14, 2000
Kingston, New York



                                       8