UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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 September 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                                For the transition period from         to

                                            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            (IRS Employer Identification No.
 incorporation or organization)


                  1151 Flatbush Road, Kingston, New York        12401
                 (Address of principal executive office)      (Zip Code)


                                 (845) 336-7700
                           (Issuer's Telephone Number)

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

                                                      No        Yes  X


Common Stock outstanding as of September 30, 2004  -  118,436

Transitional Small Business Disclosure Format   Yes            No      X

Part 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements
         --------------------
<PAGE>

                                    WOM, INC.
                                  BALANCE SHEET

<TABLE>
<CAPTION>
<S>                                                                             <C>                       <C>
                                                                                September 30, 2004             March 31, 2004
                                                                                -------------                 --------------
                                                                                  (Unaudited)                   (Unaudited)
                                     ASSETS

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


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses                                                                    $ 5,665                      $ 5,665
                                                                                      -----                        -----
    Total Liabilities                                                                 5,665                        5,665
                                                                                      -----                        -----
Shareholders' Equity:
Common stock, $.01 par value, 250,000 shares authorized; issued 118,436 at
    September 30, 2004 and March 31, 2004                                             1,184                        1,184

Accumulated deficit                                                                  (6,795)                      (6,795)
                                                                                      -----                        -----
       Total Shareholders' Equity (Deficit)                                          (5,611)                      (5,611)
                                                                                      -----                        -----
       Total Liabilities and Shareholders' Equity                                   $    54                      $    54
                                                                                       =====                        =====
</TABLE>
See accompanying notes to unaudited financial statements.

                                       2
<PAGE>
                                    WOM, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                              <C>                           <C>



                                      Three Months ended       Six months ended
                                       September 30,            September 30,
                                     ------------------       -----------------
                                  2004           2003      2004            2003
                                  ----           ----      ----           -----
                                      (Unaudited)              (Unaudited)
Costs and Expenses:
  Selling, general and
   administrative expenses       $     0     $     0       $     0     $    0
                                   -------      ------       ------     -----
     Total Costs and Expenses          0           0             0          0
                                   -------      ------       ------     -----
Loss Before Income Taxes               0           0             0          0
Provision for Income Taxes             0           0             0          0
                                   -------      ------       ------      -----
Net Loss                         $     0     $     0        $    0      $   0
                                   =======      =======      ======      ====
Basic Loss per Share             $     0     $     0        $    0      $   0
                                   =======       =======     ======     =====
Basic Weighted Average Number
   of Shares Outstanding           1118,436     118,436    118,436    118,436
                                   ========     =======    =======    =======
</TABLE>

See accompanying notes to unaudited financial statements

                                       3
<PAGE>
                                    WOM, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                          <C>                          <C>
                                                              Six months ended          Six months ended
                                                             September 30, 2004        September 30, 2003
                                                             ------------------          -------------------
                                                                (Unaudited)                 (Unaudited)
Operating Activities:
    Net loss                                                  $       0                   $           0
Adjustments:
    Increase in accrued expenses                                      0                               0
                                                                   -----                         ------
    Net Cash Used
        By Operating Activities                               $       0                   $           0
                                                                   -----                         ------
Increase in Cash                                                      0                               0
Cash Beginning                                                       54                              54
                                                                   -----                         ------
Cash Ending                                                   $      54                   $          54
Supplemental Cash Flow Information:                                =====                         ======
    Interest paid                                                     0                               0
    Income taxes paid                                                 0                               0


</TABLE>

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 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") as of September 30, 2004;
the results of operations for the three and six month periods ended September
30, 2004 and 2003, and the statement of cash flows for the corresponding
six-month periods.

B.     Business
Besicorp Ltd. ("Besicorp") incorporated WOM, INC. ("WOM") 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, 2004). 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, 2004 filed with the Securities and
Exchange Commission on or about July 14, 2004.

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. During Fiscal 2002, 3,375 restricted shares which had been granted to
certain employees of Besicorp and which had been included in shares of common
stock at the date of the merger, were forfeited by these employees. In addition,
during Fiscal 2002 4,000 shares of WOM common stock were canceled in connection
with the settlement of litigation involving a dispute by Old Besicorp of the
right of ownership by a former officer of shares of Old Besicorp. The WOM shares
were distributed pursuant to the aforementioned April 25, 2000 distribution.

D.     Legal Proceedings
The complaint in the Bansbach Litigation was dimissed by the Appellate
Division, Third Department (the "Third Department") in a unamimous decision in
May 2002. Plaintiff's motion for leave to file an amended complaint, reargument
of the decision dismissing the complaint and for leave to appeal to the Court of
Appeals  was denied by the Third Department in August 2002. In January 2003, the
Court of Appeals granted plaintiff's motion for leave to appeal to the Court of
Appeals. See the Company's Annual Report on Form 10-KSB for the year ended March
31, 2004.  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 judgement 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 judgement
on the basis of evidence that was not available to Zinn at the time that the
motion for summary judgement 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 will continue to viqorously defend this action. See the Company's
Annual Report on Form 10-KSB for the year ended March 31, 2004.

Item 2.   Management's Discussion and Analysis of 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 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 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.

                                       5
<PAGE>

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 asset consists of its interest 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. See Note D to the financial statements
herein and "Part II, Item I-Legal Proceedings" for recent developments with
respect to 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  New York Business Corporation Law. 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 September 30, 2004, 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

                                       6
<PAGE>

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 $1.6 million in assets (inclusive of approximately $150,000 in
cash and cash equivalents and  $1.45 million representing  principal and accrued
interest under a note arrangement with an entity related through common
ownership and control) in the Escrow Fund as of September 30, 2004 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

The person serving as the Company's principal executive officer and principal
financial officer after evaluating the effectiveness of the Company's disclosure
controls and procedures as of the end of the period covered by this report
has concluded that the Company's disclosure controls and procedures were
effective to ensure the timely collection, evaluation and disclosure of
information relating to the Company that would potentially be subject to
disclosure under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.


PART II - OTHER INFORMATION
---------------------------
Item 1.  Legal Proceedings
         -----------------
The complaint in the Bansbach Litigation was dimissed by the Appellate Division,
Third Department in a unamimous decision in May 2002. Plaintiff's motion for
leave to file an amended complaint, reargument of the decision dismissing the
complaint and for leave to appeal to the Court of Appeals was denied by the
Third Department in August 2002. In January 2003, the Court of Appeals granted
plaintiff'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 judgement 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 judgement on the basis of evidence that
was not available to Zinn at the time that the motion for summary judgement 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 will continue to  viqorously
defend this action. See the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2004.



Item 6.  Exhibits
         ---------
         Exhibits

     Exhibit No.                    Description
     -----------                    -----------

     2.1                            Contribution and Distribution Agreement
                                    by and between Besicorp and WOM.3

     3(i)                           Certificate of Incorporation of WOM, Inc.1

     3(ii)                          By-Laws of WOM, Inc.3

     10.1                           Indemnification Agreement dated as of March
                                    22, 1999 by and among Besicorp Group Inc
                                    ("BGI"), Besicorp, BGI Acquisition LLC
                                    ("LLC") and BGI Acquisition Corp. ("BGI")
                                    Acquisition").1

     10.2                           Escrow Agreement (the "Escrow Agreement")
                                    dated as of March 22, 1999 by and among
                                    Besicorp, BGI, LLC and BGI Acquisition.1

     10.3                           Amendment No. 1 to the Escrow Agreement
                                    dated as of February 23, 2000 by and among
                                    Besicorp, BGI, LLC and WOM.2

     31.1                           Certification pursuant to Section 302 of the
                                    Sarbanes-Oxley Act of 2002.

     32.1                           Certification pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002.


 -------------------------


                                       7
<PAGE>
1        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.

2        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.

3        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.

SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                               Registrant
                                               WOM, Inc.


Date:           November 12, 2004         /s/ Frederic M. Zinn
                                              ----------------
                                              Frederic M. Zinn
                                              President
                                             (Principal executive officer and
                                              Principal financial and
                                              accounting officer)




                                       8