================================================================================

                                  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 December 31, 2005

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                         Commission File No.: 000-28789

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


                     New York                              14-1818862
     ---------------------------------------        ----------------------
          (State or other jurisdiction                  (I.R.S. Employer
       of incorporation or organization)            Identification Number)


                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 such filing requirements for the past 90 days.

                                 |X| Yes |_| No

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 |X| Yes |_| No

As of December 31, 2005, 118,436 shares of Common Stock were outstanding.

================================================================================

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                    WOM, INC.
                                  BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>
                                                         December 31, 2005   March 31, 2005
                                                            (Unaudited)

<S>                                                            <C>              <C>
Cash                                                           $    54          $    54
                                                               =======          =======


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accrued expenses                                               $ 5,665          $ 5,665
                                                               -------          -------

         Total Liabilities                                     $ 5,665          $ 5,665
                                                               -------          -------

Shareholders' Equity:
Common stock, $.01 par value, 250,000
shares authorized; 118,436 shares issued
at December 31, 2005 and
March 31, 2005                                                   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 financial statements.

<PAGE>

                                    WOM, INC.
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                  Three months ended            Nine months ended
                                                     December 31,                  December 31,
                                              -----------------------       ------------------------
                                                2005           2004           2005            2004
                                              --------       --------       --------       --------
                                            (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)

<S>                                           <C>            <C>            <C>            <C>
Revenues                                      $      0       $      0       $      0       $      0

Costs and Expenses                                   0              0              0              0
                                              --------       --------       --------       --------

Income Before Income Taxes                           0              0              0              0

Provision for Income Taxes                           0              0              0              0
                                              --------       --------       --------       --------

Net Income                                    $      0       $      0       $      0       $      0
                                              ========       ========       ========       ========

Basic Income per Share                        $      0       $      0       $      0       $      0
                                              ========       ========       ========       ========

Basic Weighted Average Number of Shares
Outstanding                                    118,436        118,436        118,436        118,436
                                              ========       ========       ========       ========
</TABLE>

See accompanying notes to financial statements.


<PAGE>

                                    WOM, INC.
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                     Nine months ended     Nine months ended
                                                     December 31, 2005     December 31, 2004
                                                     -----------------     -----------------

                                                         (Unaudited)          (Unaudited)
<S>                                                      <C>                  <C>
Operating Activities:

         Net Income                                      $    0               $    0

Increase in accrued expenses                                  0                    0
                                                         ------               ------

         Net Cash Provided
                  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 financial statements.

<PAGE>

                                    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 December 31,
2005; the results of operations for the three months and nine month periods
ended December 31, 2005 and 2004, and the statement of cash flows for the
corresponding nine-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 December 31, 2005.


                                       5
<PAGE>

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 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 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 decision denying Zinn's motion for
renewal was affirmed by the Appellate Division, Third Department, in a
memorandum and order, dated July 7, 2005. As a result of the death of defendant
Michael Zinn on October 19, 2005, the Supreme Court has agreed to stay all
proceedings in this action for a period of sixty days. After the estate of
Michael Zinn is substituted in as a party defendant and the stay is lifted,
discovery in this action will continue. It is not yet known what effect, if any,
the death of Michael Zinn will have on the prosecution and defense of this
action. The Company 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:

      o     Costs or difficulties related to our ability to fund our operations
            from the Escrow Fund;

      o     The time it takes to resolve the Bansbach Litigation; and

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


                                       6
<PAGE>

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 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 and Off Balance Sheet Arrangements

      As of December 31, 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).


                                       7
<PAGE>

      At December 31, 2005, the assets of the Escrow Fund were approximately
$1.86 million consisting of $70,000 in cash and $1.79 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.


                                       8
<PAGE>

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
                Acquisition(2)

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


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

(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.


                                       9
<PAGE>


                                   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. Zinn
                                            ------------------------------------
                                                Frederic M. Zinn, President


February 13, 2006



                                       10