UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549

# FORM 10-QSB

|[x] | QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
          1934
|--- | -------------------------------------------------------------------------------------------

For the quarterly period ended June
30, 2005

Commission File No.:
000-28789

WOM, Inc.(Name
of small business issuer in its charter)

|New York                          |  | 14-1818862
|--------------------------------- |  | ----------
|(State or other jurisdiction      |  |           
|of incorporation or organization) |  |           
|                                  | 

1151 Flatbush Road
Kingston, New York                  
                               
                   
                               
                   
12401





(Address of Principal
Executive Offices)                  
                               
                   
              
Zip Code

Issuer's telephone number, including area code:(845) 336-7700

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

Yes  [X]             No  [  ]

As of June 28, 2005, 118,436 shares
of Common Stock were outstanding.



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# Part I  Financial
Information

# Item 1. Financial
Statements

# WOM, INC. BALANCE SHEET

ASSETS

|                                                   | June 30, 2005 | March 31, 2005
|-------------------------------------------------- | ------------- | --------------
|
|Cash                                               |               |               
|                                                   |               |               
|                                                   |               |               
|LIABILITIES AND SHAREHOLDERS' EQUITY               |               |               
|                                                   |               |               
|Accrued expenses                                   |               |               
|                                                   |               |               
|                                                   |               |               
|                                                   |               |               
|Total Liabilities                                  |               |               
|                                                   |               |               
|                                                   |               |               
|                                                   |               |               
|Shareholders Equity:                              |               |               
|Common stock, $.01 par value, 250,000 shares       |               |               
|authorized; 118,436 shares issued at June 30, 2005 |               |               
|and March 31, 2005                                 |               |               
|                                                   |               |               
|Accumulated deficit                                |               |               
|                                                   |               |               
|Total Shareholders' Equity (Deficit)               |               |               
|                                                   |               |               
|                                                   |               |               
|Total Liabilities and Shareholders'                |               |               
|                                                   |               |               
|Equity                                             |               |               

See accompanying notes to financial
statements.

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# WOM, INC.

# STATEMENT OF OPERATIONS

|Three months ended June 30,                        
|---------------------------------------------------
|
|Revenues                                           
|                                                   
|Costs and Expenses                                 
|                                                   
|Income Before Income Taxes                         
|Provisions for Income Taxes                        
|                                                   
|Net Income                                         
|                                                   
|Basic Income per Share                             
|                                                   
|Basic Weighted Average Number of Shares Outstanding
|                                                   
|                                                   

See accompanying notes to financial statements.

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# WOM, INC.STATEMENT OF
CASH FLOWS

|                                    |  | Three months ended June 30,
|----------------------------------- |  | ---------------------------
|
|Operating Activities:               |  |                            
|Net Income                          |  |                            
|Increase in accrued expenses        |  |                            
|                                    |  |                            
|Net Cash Provided                   |  |                            
|By Operating Activities             |  |                            
|                                    |  |                            
|Increase in Cash                    |  |                            
|Cash Beginning                      |  |                            
|                                    |  |                            
|Cash Ending                         |  |                            
|                                    |  |                            
|                                    |  |                            
|Supplemental Cash Flow Information: |  |                            
|Interest paid                       |  |                            
|Income taxes paid                   |  |                            
|                                    |  |                            

See accompanying notes to financial statements.

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# WOM, INC.

# NOTES TO FINANCIAL
STATEMENTS

# (Unaudited)

A.     BASIS
          OF PRESENTATION

The accompanying unaudited financial
statements have been prepared in accordance with the generally accepted accounting
principles 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 or WOM) as of June 30, 2005; the results of
operations for the three months ended June 30, 2005 and 2004, and the statement of cash
flows for the corresponding three-month periods. WOM is not currently engaged, and does not
expect to engage, in any business activities.

B.    
          BUSINESS

Besicorp Ltd. (Besicorp)
incorporated WOM, INC. in December 1999, by contributing $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, 2005). 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, 2005.

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. As a result of forfeitures and cancellations in prior years, there
are currently 118,436 shares of WOM common stock outstanding at June 30, 2005.

D.    
          LEGAL PROCEEDINGS

The complaint in the Bansbach
Litigation was dismissed by the Appellate Division, Third Department in a unanimous
decision in May 2002. The plaintiffs motion to the Appellate Division, Third
Department seeking: (a) leave to file an amended complaint; (b) reargument of the decision
dismissing the complaint; and (c) leave to appeal to the Court of Appeals was denied in
August 2002. In January 2003, the Court of Appeals granted plantiffs motion for
leave to appeal to the Court of Appeals. In a decision dated October 30, 2003, the New
York Court of Appeals modified the decision of the Appellate Division, Third Department,
by reinstating the Order of the Supreme Court, Ulster County, which had granted summary
judgment as to liability only against Michael Zinn. The Court of Appeals remitted the case
to the Supreme Court for further proceedings. Zinns motion for reargument was denied
by the New York Court of Appeals in an order, dated January 8, 2004. In February, 2004,
Zinn filed a motion in the Supreme Court to renew his opposition to plaintiffs prior
motion for summary judgment on the basis of evidence that was not available to Zinn at the
time that the motion for summary judgment was granted. Zinns motion for renewal was
denied in an order dated July 9, 2004. The Company has filed an appeal from that order and
intends to vigorously defend this action.

See the Companys Annual Report
on Form 10-KSB for the year ended March 31, 2005.

# Item 2.
Managements Discussion and Analysis or Plan of Operations

Forward-Looking
Information

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 words such 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:

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 statements, you should not conclude that we will make additional updates
or corrections with respect thereto or with respect to other forward-looking statements.

Results of Operations

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 assistance 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 ourself from liability to the extent
we deem appropriate. Reimbursements for the costs of defending ourself 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 and Off Balance Sheet Arrangements

As
of June 30, 2005 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).

At
July 31, 2005, the assets of the Escrow Fund were approximately $1.8 million consisting of
$110,000 in cash and $1.68 million in principal and accrued interest on a secured note
arrangement with an entity related to the Company through common ownership and control.
The obligations evidenced by the note and the related security are subordinated to the
rights of senior creditors.

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 the funds available in the Escrow Fund 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.

# Item 3. Controls and
Procedures

As
of the end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Companys management,
including the Companys Chief Executive Officer and the Companys Chief
Financial Officer (one individual performs both functions), of the effectiveness of the
design and operation of the Companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).
Based on this evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures were
effective in timely alerting them to material information relating to the Company required
to be included in the Companys periodic filings with the Securities and Exchange
Commission.

# Part II  Other
Information

# Item 1. Legal Proceedings

The
information required to be disclosed by this item is incorporated by reference to Note D
of the financial statements included herein.

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# Item 6. Exhibits

|Exhibit No. | Description                                                                                                                        
|----------- | -----------------------------------------------------------------------------------------------------------------------------------
|2.1         | Contribution and Distribution Agreement by and between Besicorp and WOM.1                                                          
|3(i)        | Certificate of Incorporation of WOM, Inc.2                                                                                         
|3(ii)       | By-Laws of WOM, Inc.1                                                                                                              
|10.1        | Indemnification Agreement dated as of March 22, 1999 by and among Old
     Besicorp, Besicorp, BGI Parent and BGI Acquisition2     
|10.2        | Escrow Agreement dated as of March 22, 1999 by and among Besicorp, Old
     Besicorp, BGI Parent and BGI Acquisition.2             
|10.3        | Amendment No.1 to the Escrow Agreement dated as of February 23, 2000 by and
     among Besicorp, Old Besicorp, BGI Parent and WOM.3
|31.1        | Rule 13a-14(a)/15(d)-14(a) certifications                                                                                          
|32.1        | Section 1350 certifications                                                                                                        

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| | 1
Incorporated by reference to the corresponding exhibit filed with the Companys
Post-Effective Amendment No. 1 to the Registration Statement on Form 10-SB filed with the
SEC on or about April 7, 2000.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2
Incorporated by reference to the corresponding exhibit filed with the Companys
Registration Statement on Form 10-SB with the SEC on or about January 6, 2000.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3
Incorporated by reference to the corresponding exhibit filed with the Companys
Amendment No. 1 to the Registration Statement on Form 10-SB filed with the SEC on or about
March 14, 2000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                |     |                                                
|--------------- | --- | -----------------------------------------------
|                |     |                                                
|                |     | WOM, Inc.                                      
|                | By: |                                                
|                |     | /s/ Frederic M. ZinnFrederic M. Zinn, President
|August 15, 2005 |     |                                                



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