FORM 10 K/A NO. 2

                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF

               THE SECURITIES EXCHANGE ACT OF 1934

For this fiscal year ended September 30, 2005, Commission file number 03385
                           ------------------                         -----

                                 HOLOBEAM, INC.
-----------------------------------------------

      (Exact name of registrant as specified in its charter)

Delaware                                                   22-1840647
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(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

217 First Street, P.O. Box 287, Ho-Ho-Kus, NJ           07423-0287
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(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code 201-445-2420
                                                   ------------

Securities registered pursuant to Section 12(b) of the Act:

                                       Name of exchange on which
Title of each class                             registered
-------------------                             ----------
Common Stock, Par Value $0.10 per share           Over the
                                                   Counter

Securities registered pursuant to Section 12(g) of the Act:


                         (Title of Class)
-----------------------------------------------------------


                         (Title of Class)
-----------------------------------------------------------

          Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by Section 13 or 15
(d) of the Securities Exchange Act of 1934 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
          State the aggregate market value of the voting stock
held by non-affiliates of the Registrant.  The aggregated
market value shall be computed by references to the price at
which the stock sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to
date of filing. $10,521,576. at December 8, 2005 computed on
the average of the bid and asked prices for Holobeam, Inc.
Common shares at December 8, 2005.

                               1
<PAGE>
          Indicate the number of shares outstanding of each of
the Registrant's classes of common stock, as of the latest
practicable date.  269,784 Shares at December 20, 2005.

               DOCUMENTS INCORPORATED BY REFERENCE.
     1.   Annual Report Form 10K for the year ended September
          30, 1994.
     2.   Financial Statements for the year ended September
          30, 1995.
     3.   Financial Statements for the years ended September 30,
          1990 and 1989.
     4.   Annual Report Form 10K for the years ended September
          30, 1996 and 1997.
     5.   Holobeam, Inc. Defined Benefit Plan.
     6.   Financial Statements for the years ended September
          30, 1998 and 1999.
     7.   Financial Statements for the years ended September
          30, 2000 and 1999.
     8.   Financial Statements for the years ended September
          30, 2001 and 2002.
     9.   Financial Statements for the years ended September
          30, 2002 and 2003.
    10.  Annual Reports on Form 10K for the years ended
          September 30, 1998, 1999, 2000, 2001 and 2002.
    11.  Quarterly Reports on Form 10Q for the Quarter Ended
          June 30, 2003.
    12.  Financial Statements for the Years Ended September
          30, 2004 and 2003.
    13.  Financial Statements for the Years Ended September
          30, 2005 and 2004.

					2
<PAGE>

<PAGE>
                         Holobeam, Inc.
                           Form 10-K/A NO. 2
                 Year Ended September 30, 2005

                       Table of Contents

Part I                                                 Page
------                                                 ----
Item 1.   Business                                       4

Item 2.   Properties                                     8

Item 3.   Legal Proceedings                             11

Item 4.   Submission of Matters to a Vote of Security
            Holders                                     11

Part II
-------
Item 5.   Market for the Registrant's Common Equity,Related
               Stockholder Matters and Issuer Purchases of
               Equity Securities                        12

Item 6.   Selected Financial Data                       13

Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations      14

Item 7A.  Quantitative and Qualitative Disclosures About
               Market Risk                              22

Item 8.   Financial Statements and Supplementary Data   22

Item 9.   Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure   47

Item 9A.  Controls and Procedures                       47

Item 9B.  Other Information                             48

Part III
--------
Item 10.  Directors and Officers of the Registrant      49

Item 11.  Management Compensation                        51

Item 12.  Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters 53

Item 13.  Certain Relationships and Related Transactions 53

Item 14.  Principal Accountant Fees and Services         53

Part IV
-------

Item 15.  Exhibits, Financial Statements, Schedules and
               Reports on Form 8-K                       55

                           3
<PAGE>
EXPLANATORY NOTE
        This amendment No. 2 on Form 10-K/A to the
Registrant's Annual Report on Form 10-K for the year ended
September 30, 2005, initially filed with the Securities and
Exchange Commission on December 29, 2005, is being filed to
 reflect restatements of our balance sheet at September 30,
2005 and statement of operations for the year ended
September 30, 2005, and the notes related thereto. See
detail discussion of the restatement in Item 8, note 4 to
our financial statements.

        On July 6, 2006, the Registrant's management and Audit
Committee of the Board of Directors concluded to restate
previously issued financial statements for the fiscal year
ended September 30, 2005.  The Registrant arrived at this
conclusion during the course of responding to inquiries
arising from comments from the Securities and Exchange
Commission.
        The restatement pertains to incorrectly reporting the
provision for income taxes in the amount of $66,913.
     	This Amendment No. 2 amends and restates Items 6, 7, 8
of Part II of the Original Filing. Other than these items,
no other information of the Original Filing is amended
hereby.  The foregoing items have been amended to reflect
the effects of the restatement and, unless otherwise
indicated, have not been updated to reflect other events
occurring after the filing of the Original Filing or to
modify or update those disclosures affected by subsequent
events.

                              3.1
<PAGE>
                              PART I
                              ------
Item 1.  Business
-----------------
     (a)  In General.  The Registrant was organized in October,
     --   ----------
1967, and commenced doing business on January 1, 1968.  The
Registrant is engaged in the rental and development of real
estate and was formerly engaged in developing surgical staples
and the technology used to apply the staples.
     b)   Industry Segments.  For financial information in regard
     --   -----------------
to Industry Segments, reference is made to Note 11 to the
Financial Statements for the year ended September 30, 2005 and
Note 12 to the Financial Statements for the years ended
September 30, 2004, and 2003.
     (c)  Description of Business.
     ---  -----------------------
          (I)  Principal Activities and
          (ii) Status of products and Real Estate
Properties.
                         Medical Staples
                         ---------------
     The Registrant has engaged in development of various
technical products including medical staples. The Registrant has
discontinued its efforts in the area of medical staples for use
in internal surgery.  Several United States Patents and foreign
patents were received covering a novel staple.  The staple has
been produced and animal testing took place during 2003, 2002
and 2001. Final test results indicated insufficient commercial
value for the staple.  As a result, the Registrant discontinued
funding for the project during 2003.
          Real Estate Development and Rental Activities
          ---------------------------------------------
     The Registrant has developed and rented two buildings it
owns located at A&S Drive, Paramus, New Jersey: one to The
Sports Authority, Inc. and the other to CompUSA, both for retail
purposes.
          (iii)      Raw Materials
     The Registrant believes that the components and materials
necessary or useful to its operations will be available from
diverse sources of supply.  The materials used for the
Registrant's research activities were acquired through
commercial businesses engaged in the distribution of such
supplies.
          (iv) Patents.

     The Registrant has filed several patent applications and has
several patents issued in connection with medical staples for
use in internal surgery.
                                                                     4
<PAGE>

These applications and patents are as follows:

No.  Serial No.                    Title of Invention       Issue Date
---  ----------                    ------------------       ----------
1.   PCT/US94/02227                Staples                    03/01/94

2.   08/512,766                    Staples                    08/09/95

3.   08/228,058                    Staples                    08/29/95

4.   Canadian Pat. No. 2,155,750   Improved Staples (PCT NAT) 08/18/98

5.   European Pat. 94910801.3      Staples                    03/01/94

6.   Australian Pat. 63568/94      Improved Staples           09/15/94

7.   Japanese Pat. 6-520120        Staples                    03/01/94

8.   Brazilian Pat. PCT/US94/02227 Staples                    03/01/94

9.   08/502,988                    Staple Overlap             08/18/95

10.  07/753,116                    Surgical Stapling Method   01/19/93

11.  07/934,858                    Surgical Stapling Method   11/23/93

12.  08/024,501                    Staples                    08/30/94

13.  US Pat. #5,445,648            Staples                    08/29/95

14.  US Pat. #5,342,396            Staples                    08/30/94

15.  US Pat. #5,263,973            Surgical Stapling Method   11/23/93

16.  US Pat. #5,667,527            Staples                    09/16/97

17.  US Pat. #5,749,896            Staple Overlap             05/12/98

18.  Japanese Pat. #2672713        Improved Staples           07/11/97

19.  Brazilian Pat. #9405840-7     Improved Staples           09/01/95

20.  US Pat. #6,083,242            Improved Staples           07/04/00

21.  Australian Pat. #704533       Improved Staples           08/05/99

     During 2003 the Registrant's research activities in
connection with the surgical staples was terminated. As a
result, the unamortized portion of the Patents and Patent
Applications costs associated with the surgical staple project
were written off and charged to operations. Such write-off
amounted to $60,052.
                           5
<PAGE>
             (v) Non-seasonal Business.
     The Registrant does not believe that its products are
subject to material seasonal changes.
            (vi) Working Capital.
     Not relevant.
           (vii) Customers.
     Not relevant.
          (viii) Backlog.
     Not relevant.
            (ix) Governmental Contracts.  Not relevant.
             (x) Competition.
     During 2003 the Registrant discontinued its activities with
respect to medical staples and their application.  Results of
the final phase of tests did not indicate sufficient commercial
feasibility for the technology developed by the Registrant and
funding of engineering and research was terminated.
     Competition in the real estate office rental segment of the
Registrant's business activities was significant in the Bergen
County, New Jersey market in which the Registrant competes
during the period when the Registrant was seeking suitable
tenants for its rental properties.
     The obsolete style of the building owned by the Registrant
prior to and during 1991 made the attraction of suitable tenants
difficult.
     In an effort to increase the marketability of the
Registrant's properties, the Registrant applied to the Borough
of Paramus for a zoning change to allow retail use for the
office building and for the adjacent site.
     In December 1991, the necessary change in zoning was
approved.  The then existing building was rented to The Sports
Authority, Inc., a retailer of sporting goods.  This building
was substantially renovated by The Sports Authority, Inc. and
Holobeam reimbursed them for their costs in connection with
this renovation.
     During 1994, a 31,000 sq. ft. building was constructed on
the Registrant's site located adjacent to the building leased to
The Sports Authority, Inc. for
                                6
<PAGE>

use as a Computer City retail store.  Tandy Corp.,
parent corporation of Computer City, commenced paying
rent in October 1994.  Holobeam reimbursed
Tandy Corporation $1,189,675 as an allowance for costs of
constructing the building and paving of the site, after a
permanent Certificate of Occupancy was obtained.  During 1998,
Computer City Retail Stores were acquired by Comp USA.  On
January 23, 2000, Comp USA entered into a merger agreement with
Grupo Sanborns, S.A. de C.V. and TPC Acquisition Corp., a
subsidiary of Grupo Sanborns, S.A. de C.V.  Tandy Corp. remains
on the lease as guarantor.
            (xi) Research and Development.
     The Registrant has engaged in the development of various
technical products. The Registrant has investigated methods for
applying surgical staples and the technology presently used to
fabricate and apply such staples.  During 2005, 2004 and 2003,
the Registrant expended $-0-, $-0- and $172,746, respectively,
in connection with the furtherance of this activity.  Such costs
were expensed to operations and consist principally of
materials, supplies and costs associated with design and devel-

opment.  During 2003 the Registrant terminated funding for the
surgical staples project.  (Reference is made to Form 10Q,
Management's Discussion and Analysis of Financial Conditions and
Results of Operations for the Quarter Ended June 30, 2003.)
           (xii) Environmental Compliances.
     The Registrant does not believe that compliance with
Federal, State or Local provisions of a governmental nature
which have been enacted or adopted regulating the discharge of
material into the environment will have a materially adverse
effect upon the capital expenditure requirements, earnings or
competitive position of the Registrant.
     The Registrant's activities with regard to medical staple
technology were limited to engineering, development and animal
testing of medical staple design with fabrication and
manufacturing of prototypes and models sub-contracted to
other firms.
     The Registrant is not aware of any potential liabilities or
costs associated with the disposal or handling of waste
materials and is not aware of any potential violations of local,
state or federal laws which regulate the
                             7
<PAGE>

technology.
          (xiii) Employees.
     At September 30, 2005 the Registrant employed three persons
as compared to three persons at September 30, 2004 and three
persons at September 30, 2003.
      (d)  Financial Information About Foreign and Domestic
      ---  ------------------------------------------------
               Operations and Export Sales.
               ---------------------------
     The Registrant is not engaged in foreign operations and does
not export to foreign countries.
Item 2.  Properties
-------------------
     The Registrant's headquarters and principal facilities are
located at 217 First Street, Ho-Ho-Kus, New Jersey 07423-0287.
The Registrant leases approximately 1,000 square feet of office
and laboratory space.  The Registrant owns two retail buildings,
one of 62,000 square feet and another of 31,000 square feet
located at 50 A&S Drive, Paramus, New Jersey.  One building was
placed in service in October 1994, the other in 1982.
(Reference is made to Notes 4, 8, 9 and 10 to the Financial
Statements for the fiscal years ended September 30, 1995, 1991,
1990 and 1989.)
     Pertinent information concerning the Registrant's properties
is as follows.  (Reference is made to Schedule XI of the
Registrant's Financial statements accompanying Form 10K for the
years ended September 30, 1997 and 1996.)

                               8
<PAGE>

<PAGE>
                                    Building           Building
                                  Paramus, NJ        Paramus, NJ

Year Acquired                           1971              1994

Gross Square Footage                   62,000             31,000

Percent Leased at 09/30/05               100%               100%

Acquisition Cost                   $  718,881          $2,592,513 (2)

Capital Improvements Since
      Acquisition                  $3,649,850  (1)           -0-

Total Investment                   $4,587,133  (3)      $2,826,843 (4)

Mortgage Balance                   $3,566,175               $ -0-

(1)  Includes $3,567,267. of improvements to the building repaid to The
     Sports Authority, Inc.(the Tenant) upon closing of the Mortgage,
      but does not include additional amounts expended by The
      Sports Authority, Inc. since said closing.

(2)  Includes construction allowance of $1,189,675. for Tandy
     Corporation pursuant to the
     Operating Lease Agreement. (Now Comp USA.)

(3)  Includes land cost of $218,402 for the 62,000 sq. ft. building.

(4)  Includes land cost of $234,370 for the 31,000 sq. ft. building.

     In 1983, the Registrant purchased 2.799 acres of land
located in Paramus, New Jersey and adjacent to the building
owned by the Registrant at 50 A&S Drive.  The purchase price was
$173,565 which was paid in cash.  Since 1983, the Registrant
incurred costs in the amount of $60,805 for various improvements
and architectural work relating to development of this property.
During 1992, 1991 and 1990, the Registrant spent $293,784, $78,051
and $50,667 respectively in connection with an application
for a use variance for the site and various site improvements
that would enable the construction of a commercial or retail
building on the site.  The change in zoning to retail use was
approved by the Borough of Paramus in December 1991.  The change
in zoning to allow retail use also required new site plan
approval because the change in use required parking lot
re-design and significant additional changes in
order to comply with governmental requirements.
     In addition, the Registrant expended $964,505 through
September 30, 1994 for site plan approval and changes, and
toward construction of a building on the
                                                           9
<PAGE>
site.  No depreciation or amortization was
recorded until the building and site were put into service.
During October 1994, construction was completed by Tandy
Corporation of a retail building on the Registrant's site.  The
building is now being used for a CompUSA retail store.
(Reference is made to Note 13 to the Registrant's 1994 Financial
Statements and to Item 1, Part X of the 1994 Annual Report on
Form 10K.)
     The zoning change approval allowed for retail use of the
property and significantly enhanced the
opportunities for attracting suitable tenants for the site.
     When purchased, the site adjacent to the building owned
by the Registrant, required site engineering
and costs to acquire site plan approval for a building
from the appropriate governmental regulatory
authorities.
     In addition, the Registrant expended funds during
its efforts to change the zoning of the property
from office use to retail use.  This change in zoning
allowed the Registrant to seek tenants engaged in retail
operations and resulted in the October 1994 tenancy of
Computer City.  (Reference is made to Note 12
of the Financial Statements for the year ended September 30, 1997.)
     The Registrant was not able to lease the property since
the original site plan allowing office use was
not approved for retail use until the Computer City
occupancy of October 1994.  The market for office
space had seen significant decline during 1990, 1991, 1992,
1993 and 1994.
     The occupancy rate for the building owned by the
Registrant and under lease to The Sports
Authority Inc. for the past five (5) years is as follows:
                                        2005      100%
                                        2004      100%
                                        2003      100%
                                        2002      100%
                                        2001      100%

                         10
<PAGE>

<PAGE>
     The building owned by the Registrant and under lease to
Tandy Corp. (now occupied by CompUSA) has been 100% occupied
since October 1994.  A summary of the amounts expended for such
approvals for the three most recent fiscal years during
which such expenditures were made appears below.
No such expenditures were made in 1996, 1997, 1998, 1999,
2000, 2001, 2002, 2003, 2004 or 2005.

                                   1994      1993      1992

Zoning Changes and Site Plan Approvals:
   Legal Fees                   $ 2,859  $ 10,093  $ 15,840
   Governmental Fees             11,827    55,811    19,990
   Engineering                   11,049    39,171    57,954
   Paramus Park                    -0-       -0-    200,000
                                -------    ------   -------

    Total Related Costs         $25,735  $105,075  $293,784
                                =======  ========  ========
     The payment of $200,000 during 1992 to Paramus Park was
a one-time fee in connection with removal of an existing deed
restriction which prohibited adjacent retail activity.  The
balance of the payments for site plan approvals were paid
to various engineering, legal and surveying firms in connection
with professional services rendered to obtain governmental approvals.
     No payments to affiliated parties were made in connection
with the zoning changes nor were any payments made to affiliated
or related parties for the acquisition of site plan approval.
     During 1998, Computer City, Inc. retail stores were acquired
by CompUSA, Inc., another retailer of computers, computer
accessories and software.  The Registrant accepted assignment of
the Computer City lease by CompUSA and Tandy Corporation remains
on the lease as the guarantor.

Item 3.  Legal Proceedings.
---------------------------
     There are no legal proceedings of a material nature to
which the Registrant is a party other than ordinary, routine
litigation incidental to the business of the Registrant.

Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
     None.

                              11
<PAGE>
                            PART II

Item 5.  Market for the Registrant's Common Stock and Related Stockholder
-------------------------------------------------------------------------
         Matters and Issuer Purchases of Securities.
         -------------------------------------------
     (a)  The Registrant's common stock is traded on the
over-the-counter market.  The bid price listed (Source: S&P Comstock)
on December 8, 2005 was $39. per share.  On July 18, 1983, the
Registrant's shares were deleted from the NASDAQ system when no
market maker for the Registrant's common stock any longer maintained
registration as such with the NASDAQ System.
     (b)  The approximate number of holders of Common Stock securities
of the Registrant as of December 22, 2005 was 384.
     (c)  No dividends have been paid or declared on the Common Stock
of the Registrant during the 2005, 2004 or 2003 fiscal years.
In making decisions regarding the possible payment of dividends, the
Board of Directors considers the Requirements of the Registrant in
such ongoing activities as real estate development and the research,
 development and engineering efforts of the Registrant as well as such
obligations as mortgages and debentures.

     (d)  Changes in Securities.

     (Reference is made for Form 10Q for the six-month period ended
 March 31, 1984, wherein the Registrant completed an exchange of
common stock for 5% Debentures payable March 1, 1989.
Reference is made to Notes 9 and 10 to the Financial Statements
for the years ended September 30, 1989 and 1990.)
     The high and low bid information of the Registrant's common
stock for the last two years was estimated to be as follows:
(Source: Over the Counter Bulletin Board [OTCBB]).
                              12
<PAGE>

<PAGE>
                                  2005           2004
                              high    low    high     low
Quarter Ended Dec. 31        30.00   26.85  25.00    23.00

Quarter Ended Mar. 31        36.25   30.00  30.00    22.50

Quarter Ended June 30        41.00   35.05  40.00    33.00

Quarter Ended Sept. 30       42.00   36.00  27.00    26.50

     Such quotation represents prices offered by purchases
without retail mark-up, mark-down or
commission and may not represent actual sales transactions.

Item 6.  Selected Financial Data.
---------------------------------
     Financial information for the five-year period commencing
October 1, 2000 and ending September 30, 2005 is presented below.

<TABLE>
                         HOLOBEAM, INC.
               SUMMARY OF SELECTED FINANCIAL DATA
               FOR THE YEARS ENDED SEPTEMBER 30,
<CAPTION>

                                    RESTATED      RESTATED
                                    --------      --------
                     2005            2004          2003           2002             2001
                     ----            ----          ----           ----             ----
<S>                 <C>            <C>            <C>            <C>            <C>

Gross Income        $2,079,097     $2,058,348     $2,086,635     $2,071,508     $2,105,020
Net Income (Loss)      480,785        184,936        204,370        166,399        168,830
Weighted Average
   Number
   of Common Shares
   Outstanding         270,006        271,873        275,642        287,518        290,960
Earnings Per
Share (Loss)              1.78           0.68           0.74           0.58           0.58
Total Assets         6,546,783      7,047,026      7,369,492      7,637,822      7,931,825
Long-Term Debt       3,632,129      4,294,560      4,901,755      4,511,321      4,925,540
Shareholders'
 Equity              2,231,598      1,917,680      1,796,679      1,952,727      1,905,433
Gross Rental
 Income              2,053,703      2,053,703      2,053,703      2,053,703      2,053,703
Net Rental Income    1,810,557      1,793,610      1,798,151      1,795,141      1,794,699
</TABLE>





                                   13
<PAGE>
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
         Results of Operations.
         ----------------------
     (1)  Liquidity.
     --- ----------
         Cash flows generated from operating activities
during 2005 were $135,467. and were produced primarily
from the Registrant's real estate rental properties.
        The Registrant anticipates that cash flows
associated with the Registrant's real estate rental
activities will be sufficient to fund and sustain
operations during the terms of the operating leases on
the properties owned by the Registrant in Paramus, New
Jersey.  (Reference is made to Note 3 of the
accompanying Financial Statements for the years ended
September 30, 2005 and 2004.
        The minimum future rental income associated with
the non-cancelable operating leases approximates
$12,962,253. and is expected to generate sufficient
cash flows to support the Registrant's activities
through 2012 when The Sports Authority, Inc.'s
operating lease expires.  (Reference is made to Form
10K, Item 7(1) for the year ended September 30, 2004.)
        During 2005 the Registrant's Working Capital
increased to $146,221. which represents an increase of
$47,623. when compared to the Registrant's Working
Capital at September 30, 2004.  Such increase results
principally from decreases in Deferred Rent resulting
from tenants remitting rents prior to the period in
which it is earned.
        It is the opinion of the Registrant that cash
flows associated with its real estate rental
activities will be sufficient to maintain liquidity
during the terms of the operating leases.

     (2)  Capital Resources.
     ---  -----------------
        The Registrant discontinued its activities
 associated with the surgical staples technology
during 2003.  As a result, the costs associated with
the project were classified as Discontinued Operations
on the Registrant's Statement of Operations for 2003.
(Reference is made to Notes 4 and 11 to the
accompanying Financial Statements for the years
                                   14
<PAGE>

ended September 30, 2005 and Notes 4 and 12 for the year
ended September 30, 2004.)  There were no expenditures
made in connection with the surgical staples
technology during 2004.  The research and development
activities associated with the project were
discontinued because the final phase of testing did
not indicate sufficient commercial value for the
Registrant to continue its financial support.
        During 2005 the Registrant contributed $340,817.
to its defined benefit pension plan.  The contribution
is charged to operations during each quarter of the
Registrant's fiscal year in amounts sufficient to
fully provide for all eligible employees' benefits by
the time they retire.  An additional minimum liability
has been recognized as unfunded accrued pension cost
of $126,454., net of tax and is shown in the statement
of changes in stockholders' equity under other
comprehensive loss for a total accumulated other
comprehensive loss of $221,285.  The Registrant
expects to continue funding the plan in 2006 and
expects no materially adverse effect upon its
financial condition.  (Reference is made to Notes 13
and 14 of the accompanying financial statements for
the years ended September 30, 2005 and Note 14 for the
year ended September 30, 2004.)
        At the present time the Registrant's rental
properties, located at 50 A&S Drive, Paramus, New
Jersey do not require renovation or refurbishment and
none are planned for 2006.  The tenants are
responsible for real estate taxes, maintenance
expenses and insurance costs.  The Registrant's
projected costs and expenses associated with these
properties is limited to depreciation and costs that
are routine, normal and incidental to its real estate
rental activities.
        The Registrant has investigated potential sites
in the Bergen County, New Jersey area where it
conducts its present real estate rental activities.
It is the intention of the Registrant to locate and
develop suitable properties in the area of Bergen
County, New Jersey.


                             15
<PAGE>
During meetings with local real estate brokers
planning for the future leasing situation, the lack of
direct access to New Jersey Route 17 could be a
serious detriment to the Registrant's ability to
attract suitable replacement tenants when the lease
terms expire.
        A Shell Oil Co. gasoline station presently blocks
such direct access to the highway and there was some
possibility that the owner might sell the property.
Discussions have terminated.
        Any purchase of new properties is not expected to
have a materially adverse effect upon the Registrant's
capital resources or financial condition.


(3)  Results of Operations.
---  ----------------------
       (a)	During the year ended September 30, 2005,
the Registrant recorded after-tax income in the amount
of $480,785., which represents an increase of
$295,849. when compared to the income recorded in
2004.  Earnings per weighted average number of common
shares outstanding were $1.78 and $0.68, respectively.
        Revenues for the year were $2,079,097., up
$20,749. from 2004.  The increase results principally
from unrealized gains from trading assets stated at
fair value.  (Reference is made to Note 1k to the
Registrant's financial statements.)
        Total costs and expenses for the fiscal year
ended September 30, 2005 were $1,367,035. as compared
to $1,708,489. for the year ended September 30, 2004.
The decrease costs resulted primarily from a decrease
in pension service costs.  (Reference is made to Note
13 of the Registrant's financial statements.)
        (b)	During the year ended September 30, 2004 the
Registrant recorded after-tax income in the amount of
$184,936., which represents a decrease of $19,434.
when compared to the income recorded in 2003.
Earnings per weighted average number of common shares
outstanding were $0.68 and $0.74, respectively
                                   16
<PAGE>
  Revenues for the year were $2,058,348., down
$28,287. from 2003.  The decrease results principally
from reduced interest income during 2004 ($12,574.)
and reduced gains on sales of short-term investments
($13,630.).
        Total costs and expenses for the fiscal year
ended September 30, 2004 were $1,708,489. as compared
to $1,673,465. for the year ended 2003.  The increased
costs resulted from increases in expenses that are
normal, routine and incidental to the Registrant's
administrative and real estate rental activities.
        During 2001 the Registrant adopted FASB 13
Accounting for leases. The effect of FASB 13 is to
apportion escalation rental income contained in the
operating leases in equal annual adjustments over the
remaining terms of the leases. The Registrant's
Statement of Operations for the year ended September
2000 has been restated to reflect this change.
(Reference is made to Note 16 to the Registrant's
financial statements for the years ended September 30,
2002 and 2001.)
        The Registrant's rental properties had occupancy
rates of 100% during 2004 and 2003 and such rates are
expected to continue through 2009 when the CompUSA
lease expires.  Rental expenses for which the
Registrant is responsible are expected to increase at
or below the inflation rate for the geographical area
in which the Registrant conducts its real estate
rental activities.
        These inflationary increases are not expected to
adversely effect the Registrant's results of
operations or financial condition.
        (c)	The Registrant recorded after-tax income of
$275,642. for the fiscal year ended September 30, 2003
which represents an increase of $37,971. when compared
to the results of operations for the fiscal year ended
September 30, 2002.  Earnings per weighted average
number of common shares outstanding were $0.74 and
$0.58, respectively.
        Revenues for the period were $2,026,583., down
$44,925. when compared to the total revenues recorded
in 2002.  The net decrease
                              17
<PAGE>
resulted principally from the write-off of the
unamortized costs of patents as a result of the
Registrant discontinuing activities associated with
the surgical staples project.  The abandonment of
patents in connection with the surgical staples
resulted in a charge to revenues in the amount of
$60,052.
        Total costs and expenses for the fiscal year
ended September 30, 2003 were $1,673,405., down
$146,506. from the $1,819,911. recorded in 2002.  The
reduced costs and expenses result from lower costs
associated with the Registrant's surgical staple
projects as activities were concluding during the
third and fourth quarter of the year; reduced interest
expense in connection with the Registrant's mortgage
as the loan matures; and lower costs associated with
the General and Administrative expenses.
        During 2001 the Registrant adopted FASB 13,
accounting for leases.  The effect of FASB 13 is to
apportion escalation rental income contained in the
operating leases in equal annual adjustments over the
remaining terms of the leases.  The Registrant's
Statement of Operations for the years ended September
30, 2000 and 1999 have been restated to reflect this
change.  (Reference is made to Note 16 to the
accompanying financial statements for the years ended
September 30, 2002 and 2001.)
        The Registrant's rental properties had occupancy
rates of 100% during 2003 and 2002 and such rates are
expected to continue through 2009 when the CompUSA
lease expires.  Rental expenses for which the
Registrant is responsible are expected to increase at
or below the inflation rate for the geographical area
in which the Registrant conducts its real estate
rental activities.
        These inflationary increases are not expected to
have a materially adverse effect upon the Registrant's
results of operations or its financial condition.
        The Registrant has no off-balance sheet
contractual obligations or arrangements.
                                   18
<PAGE>

          (d)	After-tax earnings for the year ended
September 30, 2002 were $166,399., representing a
decrease of $2,431. when compared to the results of
operations for the previous year.  Earnings per share
were $0.58 for 2002 and 2001.
        Revenues decreased $33,512. to $2,071.508. when
compared to 2001.  Such decrease resulted from lower
interest income received on the Registrant's money
market fund investments during 2002.
        Total costs and expenses increased from
$1,805,735. in 2001 to $1,819,911. in 2002, reflecting
increases in costs incidental and necessary for the
Registrant's administrative business activities.
        During 2001 the Registrant adopted FASB 13,
Accounting for Leases.  The effect of FASB 13 is to
apportion escalation rental income contained on the
operating leases in equal annual adjustments over the
remaining terms of the operating leases.  The
Registrant's Statements of Operations for the years
ended September 30, 2000, 1999 and 1998 have been
restated to reflect this change.  (Reference is made
to Note 16 to the accompanying financial statements
for the years ended September 30, 2002 and 2001.)
        Funding for the Registrant's surgical staple
project was $214,031. for the year ended September 30,
2002 as compared to $183,089. for the twelve months
 ended September 30, 2001.  The expenses represent
costs associated with the engineering, research and
development of the surgical staples and their
application.
        During 2002 the project entered into a final
phase of tests that ultimately determined the
project's commercial feasibility and definitive tests
were published during 2003. There was no decision
regarding additional funding beyond 2003 until such
results were published.  The continued funding of the
project did not have any materially adverse effect.
        Revenues associated with the Registrant's real
estate rental activities were $2,053,703. for the year
ended September 30, 2002 and 2001 and are expected to
continue at the same rate until the leases expire in
                            19
<PAGE>
  2009 and 2012.
        The properties have had occupancy rates of 100%
during 2002 and 2001 and are expected to continue
until 2009 when the CompUSA lease expires.  Rental
expenses were $258,572. for 2002 and are expected to
increase at or below the current inflation rate for
the geographical area in which the Registrant conducts
its activities.  Any such increases are not expected
to have any materially adverse effect upon the
Registrant's financial condition.


     Off-Balance Sheet Arrangements
     ------------------------------
     As of September 30, 2005 the Registrant had no off-balance
     sheet arrangements.

     Critical Accounting Policies and Estimates
     ------------------------------------------
       The preparation of the Registrant's financial
     statements in conformity with GAAP requires management to
     make estimates and assumptions about future events that
     affect the amounts reported in the financial statements and
     accompanying footnotes.  Future events and their effects
     cannot be determined with absolute certainty.  Therefore,
     the determination of estimates requires the exercise of
     judgment.  Actual results could differ from those estimates
     and such differences may be material to the financial
     statements.  The process of determining significant
     estimates is fact specific and takes into account such
     factors as historical experience and current and expected
     economic conditions.  Historically, actual results have not
     differed significantly from those determined using
     estimates.

     Contractual Commitments
     -----------------------
       The following table represents the Registrant's
     contractual commitments associated with long term debt and
     other obligations at September 30, 2005.
                                   20
<PAGE>

<TABLE>
<PAGE>
                                     Holobeam, Inc.
                                 Contractual Obligations
                                   September 30, 2005

<CAPTION>

                                      Oct.      Oct.     Oct.        Oct.      Oct.
                                      2005      2006     2007        2008      2009
                                       to        to       to          to        to
Contractual                           Sept.     Sept.    Sept.       Sept.     Sept.
Obligations              Total        2006      2007     2008        2009      2010       Thereafter
                          ---------    -------  -------   -------     -------    -------   ---------


<S>                      <C>          <C>      <C>       <C>         <C>       <C>        <C>
Mortgage Loans
on Real
   Estate                $3,566,176   $538,140 $587,197  $640,727    $699,136   $762,870  $  338,106
Capital Lease
 Obligations                    -0-        -0-      -0-       -0-         -0-        -0-         -0-
Operating Lease
 Obligations                    -0-        -0-      -0-       -0-         -0-        -0-         -0-
Purchase
Obligations                     -0-        -0-      -0-       -0-         -0-        -0-         -0-
Other                           -0-        -0-      -0-       -0-         -0-        -0-         -0-
                          ---------    -------  -------   -------     -------    -------   ---------
                         $3,566,176   $538,140 $587,197  $640,727    $699,136   $762,870  $  338,106
                          =========    =======  =======   =======     =======    =======   =========

</TABLE>












                              21
<PAGE>
<PAGE>
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
---------------------------------------------------------------------
     The Registrant has operating leases with tenants for the two
properties it owns.  The leases expire in 2009 and 2012.  The
primary market risk is the possibility that one or both tenants will
default on the lease prior to the end of the lease term.  If tenants
had defaulted on the leases at the beginning of 2005, the
Registrant would have been impacted by approximately $2,000,000.

Item 8.  Financial Statements and Supplemental Data.
----------------------------------------------------
     Financial statements, supplementary financial information
and Accountant's Report are filed with this report.
(See Financial Statements and reports thereon of R.A. Fredericks
and Company, LLP for 2005 and 2004.)


                             22
<PAGE>








                          HOLOBEAM, INC.

                       FINANCIAL STATEMENTS
               WITH INDEPENDENT ACCOUNTANTS' REPORT

                           YEARS ENDED

                SEPTEMBER 30, 2005, 2004 AND 2003





























                 R.A. FREDERICKS & COMPANY, LLP
                  CERTIFIED PUBLIC ACCOUNTANTS
                     MANAGEMENT CONSULTANTS
                               23

                             <PAGE>
HOLOBEAM, INC.
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003






                            CONTENTS





                                                                  PAGE

INDEPENDENT ACCOUNTANTS' REPORT                                     25

FINANCIAL STATEMENTS:

  BALANCE SHEETS                                                 26-27

  STATEMENTS OF OPERATIONS                                          28

  STATEMENTS OF SHAREHOLDERS' EQUITY                                29

  STATEMENTS OF CASH FLOWS                                          30

  NOTES TO FINANCIAL STATEMENTS                                  31-44

SCHEDULES FOR THE YEARS ENDED SEPTEMBER 30, 2005,
 2004, AND 2003

  XI REAL ESTATE AND ACCUMULATED DEPRECIATION                       45

  XII MORTGAGE LOANS ON REAL ESTATE                                 46

ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT
APPLICABLE, OR  THE INFORMATION IS SHOWN IN THE FINANCIAL
STATEMENTS OR NOTES THERETO.

                            24
<PAGE>
<PAGE>
                                 R.A. FREDERICKS & COMPANY, LLP

                                   Certified Public Accountants
Ralph A. Fredericks, CPA
Ellen T. O'Donnell, CPA
Mary V. Fox, CPA, CFE (retired)


                 INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors and Shareholders'
Holobeam Inc.
Ho-Ho-Kus , New Jersey

We have audited the accompanying balance sheets of Holobeam,
Inc. as of September 30, 2005 and 2004 and the related
statements of operations, shareholders' equity, and cash flows
for each of the years in the period ended September 30, 2005.
These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Holobeam, Inc. as of September 30, 2005 and 2004, and the
results of its operations and its cash flows for each of the
three years in the period ended September 30, 2005, in
conformity with U. S. generally accepted accounting principles.
Further, it is our opinion that the schedules referred to in the
accompanying index present fairly the information set forth
therein.



     R.A. FREDERICKS & COMPANY, LLP

Montville, New Jersey
December 15, 2005



                              25

  170 Changebridge Road  Unit B-4, Montville, New Jersey 07045
                       Tel: (973) 575-6200  Fax: (973) 575-5444
     Members of the Center for Public Company Audit Firms.
                             <PAGE>

HOLOBEAM, INC.

BALANCE SHEETS
SEPTEMBER 30, 2005 AND 2004




                              ASSETS
                                                                Restated
                                                        2005      2004
                                                    ----------- ---------

CURRENT ASSETS
     Cash (including cash equivalents of $497,275
      in 2005 and $613,404 in 2004)                $   519,847   $ 917,971
     Trading Assets                                    302,520           -
     Prepaid Expenses                                    6,910       7,697
     Prepaid Income Taxes                                    -       7,698
     Other Receivables                                       -          18
                                                ---------------  ---------

TOTAL CURRENT ASSETS                                   829,277     933,384
                                                ---------------  ---------


PROPERTY AND EQUIPMENT-COST
     Real Estate:
       Land                                            452,772     452,772
       Buildings and Building Improvements           6,961,244   6,961,244
                                                --------------  ----------

     TOTAL                                           7,414,016   7,414,016

     Machinery and Equipment                            88,815      88,815
     Furniture and Fixtures                             33,468      33,468
                                                --------------  ----------

     TOTAL                                           7,536,299   7,536,299

Less: Accumulated Depreciation and Amortization      3,025,604   2,805,099
                                                --------------  ----------

PROPERTY AND EQUIPMENT-NET                           4,510,695   4,731,200
                                                --------------  ----------


OTHER ASSETS
     Deferred Charges                                  222,294     263,404
     Deferred Income Taxes                             100,139      63,220
     Unbilled Rents Receivable                         884,378   1,055,818
                                                --------------  ----------

TOTAL OTHER ASSETS                                   1,206,811   1,382,442
                                                --------------  ----------

TOTAL ASSETS                                       $ 6,546,783 $ 7,047,026
                                                     =========   =========



   The accompanying notes are an integral part of the financial
statements.
                               26
<PAGE>
<PAGE>
HOLOBEAM, INC.

BALANCE SHEETS
SEPTEMBER 30, 2005 AND 2004




               LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                  Restated
                                                       2005         2004
CURRENT LIABILITIES
     Mortgage Payable-Current Portion             $    538,144 $   493,177
     Accounts Payable                                    2,045       6,934
     Deferred Rent                                           -     185,430
     Other Accrued Expenses                             45,093      50,165
     Income Taxes Payable                               71,753      69,460
     Accrued Interest Payable                           26,021      29,620
                                                --------------  ----------

TOTAL CURRENT LIABILITIES                              683,056     834,786
                                                --------------  ----------

LONG-TERM LIABILITIES
     Mortgage Payable (Net of Current Portion)       3,028,031   3,566,176
     Accrued Pension                                   250,347     306,057
     Deferred Income Taxes                             353,751     422,327
                                                --------------  ----------

TOTAL LONG-TERM LIABILITIES                          3,632,129   4,294,560
                                                --------------  ----------

TOTAL LIABILITIES                                    4,315,185   5,129,346
                                                --------------  ----------

SHAREHOLDERS' EQUITY
     Common Stock, Par Value $.10 Per Share
      Authorized Shares 272,000 in 2005 and
       2,000,000 in 2004, issued
       270,209 in 2005 and 271,209 in 2004              27,021      27,121
     Additional Paid in Capital                      9,110,968   9,137,868
     Accumulated Deficit                            (6,671,693) (7,152,478)
     Other Comprehensive Income			      (221,285)    (94,831)
                                                --------------  ----------

                                                     2,245,011   1,917,680
     Less: Cost of Shares in Treasury (425
      in 2005 and 0 in 2004)                           (13,413)          -
                                                --------------  ----------

TOTAL SHAREHOLDERS' EQUITY                           2,231,598   1,917,680
                                                --------------  ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $ 6,546,783  $7,047,026
                                                     =========   =========





   The accompanying notes are an integral part of the financial
statements.
                              27
                             <PAGE>
<PAGE>
<TABLE>
HOLOBEAM, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003
<CAPTION>


                                          2005                 2004           2003

REVENUES
<S>                                       <C>            <C>            <C>
     Rental Income                         $ 2,053,703      $2,053,703     $2,053,703
     Interest Income                             9,694           4,645         17,219
     Net Holding Gains                          15,700               -              -
     Gain on Sale of Investments                     -               -         13,630
     Other Income                                    -               -          2,083
                                      ----------------   ------------- --------------

TOTAL                                        2,079,097       2,058,348      2,086,635
                                      ----------------   ------------- --------------


COSTS AND EXPENSES

     Rental Expense                            243,146         260,093        255,552
     General Expense                           785,206       1,069,407        828,081
     Interest Expense                          338,683         378,989        417,026
                                      ----------------   ------------- --------------

TOTAL                                        1,367,035       1,708,489      1,500,659
                                      ----------------   ------------- --------------

EARNINGS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                          712,062         349,859        585,976

INCOME TAX EXPENSE                             231,277         164,923        241,927
                                      ----------------   ------------- --------------

EARNINGS FROM CONTINUING OPERATIONS            480,785         184,936        344,049
                                      ----------------   ------------- --------------

DISCONTINUED OPERATIONS:
     Operating Loss                                  -               -       (172,746)
     Loss on Disposition                             -               -        (60,052)
     Tax Benefit                                     -               -         93,119
                                      ----------------   ------------- --------------

NET LOSS FROM DISCONTINUED OPERATIONS                -               -       (139,679)
                                      ----------------   ------------- --------------

NET INCOME                                   $ 480,785       $ 184,936      $ 204,370
                                      ----------------   ------------- --------------

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                   270,006         271,873        275,642
                                      ----------------   ------------- --------------

EARNINGS PER SHARE - CONTINUING           $       1.78   $         .68    $      1.25
                                      ----------------   ------------- --------------

LOSS PER SHARE - DISCONTINUED          $             -   $           -   $       (.51)
                                      ----------------   ------------- --------------

EARNINGS PER SHARE - NET INCOME           $       1.78   $         .68    $       .74
                                      ================   ============= ==============

</TABLE>

   The accompanying notes are an integral part of the financial
statements.
                               28
<PAGE>
<TABLE>
<PAGE>
HOLOBEAM, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003
<CAPTION>
                                                                                          Accumulated
                                                        Additional Compre-                  Other
                                      Common Stock       Paid-In   hensive  Accumulated   Comprehensive       Treasury Stock
                                    Shares    Amount     Capital   Income    Deficit         Loss          Shares      Amount
                                  ----------- ---------   --------          ------------  -------------   -------      ------
<S>                               <C>         <C>       <C>        <C>      <C>           <C>           <C>          <C>
BALANCE, SEPTEMBER 30, 2002        287,697    $28,769   $9,540,472          $(7,541,784)   $       -      3,300        $ 74,730

  Net Income                                                       $204,370     204,370
  Other Comprehensive Income:
   Minimum pension liability
    adjustment                                                     (106,243)               (106,243)
                                                                    -------
  Other Comprehensive Income                                        $98,127
                                                                    =======
  Purchase of Treasury Stock                                                                              9,982          254,175
  Retirement of Treasury Stock     (12,682)    (1,267)    (313,493)                                     (12,682)        (314,760)
                                 ---------    ---------  ----------          ------------   --------   -------        ---------

BALANCE, SEPTEMBER 30, 2003        275,015      27,502   9,226,979            (7,337,414)  (106,243)       600          14,145
  Net Income                                                       $184,936      184,936
 Other Comprehensive Income:
   Minimum pension liability
    adjustment                                                       11,412                  11,412
                                                                    -------
  Other Comprehensive Income                                       $196,348
                                                                    =======
  Purchase of Treasury Stock                                                                             3,206           75,347
  Retirement of Treasury Stock     (3,806)       (381)     (89,111)                                     (3,806)         (89,492)
                                  -------      ------    ---------            ----------    --------   -------          ------

BALANCE, SEPTEMBER 30, 2004       271,209      27,121    9,137,868            (7,152,478)    (94,831)        -               -

  Net Income                                                       $480,785      480,785
 Other Comprehensive Income:
   Minimum pension liability
    adjustment                                                     (126,454)                (126,454)
                                                                    -------
  Other Comprehensive Income                                       $354,331
                                                                    =======
  Purchase of Treasury Stock                                                                             1,425           40,413
  Retirement of Treasury Stock    (1,000)       (100)      (26,900)                                     (1,000)         (27,000)
                                  ------       -----      --------             ---------    ---------   ------         -------

BALANCE, SEPTEMBER 30, 2005       270,209     $27,021   $9,100,968           $(6,671,693)  $(221,285)      425         $13,413
                                  =======     =======    =========             =========   ==========   ======         =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                            29
<PAGE>
<PAGE>
HOLOBEAM, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003

                                                  2005      2004       2003
                                             -----------  ----------  -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                     $480,785   $184,936   $204,370
                                             ----------   --------   --------

Adjustments to Reconcile Net Income to Net Cash
 Provided by Operating Activities:
    Depreciation                                220,505    220,366    219,866
    Amortization                                 41,110     41,109     41,108
    Pension Adjustment                         (126,454)    11,412   (106,243)
    Patent and Patent Application Costs                -         -     (3,524)
    Purchases of Trading Assets                 (286,820)        -          -
    Holding Gain on Trading Assets               (15,700)        -          -
    Gain on Sale of Investment                         -         -    (13,630)
    Loss on Disposition of Discontinued Operations     -         -     60,052
Increase (Decrease) in:
    Accounts Payable and Accrued Expenses        (69,270)  (84,561)   190,322
    Deferred Income Taxes                       (105,495)  (17,497)   (95,934)
    Deferred Rent                               (185,430)  125,055     60,375
    Income Taxes Payable                           2,293    (6,881)    76,341

Decrease (Increase) in:
    Unbilled Rents Receivable                    171,440    62,763     62,764
    Accounts and Other Receivables                    18         -         84
    Prepaid Expenses                                 787    (1,306)      (678)
    Prepaid Income Taxes                           7,698       (10)    41,094
                                            ------------  --------     ------

Total Adjustments                               (345,318)  350,450    531,997
                                            ------------   -------   --------

Net Cash Provided by Operating Activities        135,467   535,386    736,367
                                            ------------  --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Short-term Investments                     -         -   (290,779)
Capital Expenditures                                   -    (3,529)    (4,214)
Sale of Short-Term Investments                         -         -    304,409
                                            ------------  --------   --------

Net Cash Provided by (Used in)
    Investing Activities                              -    (3,529)      9,416
                                            ------------  --------    -------

CASH FLOWS FROM FINANCING ACTIVITIES

Principal Payments on First Mortgage            (493,178) (451,975)  (414,214)
Purchase of Treasury Stock                       (40,413) ( 75,347)  (254,175)
                                            ------------  --------   --------

Net Cash Used in Financing Activities           (533,591) (527,322)  (668,389)
                                            ------------  --------  ---------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                              (398,124)    4,535    77,394

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF YEAR                                        917,971   913,436   836,042
                                            ------------  --------  --------

CASH AND CASH EQUIVALENTS AT END OF YEAR       $ 519,847 $ 917,971 $ 913,436
                                            ------------  --------  --------


SUPPLEMENTAL CASH FLOWS DISCLOSURES
Interest Paid                                 $ 342,282  $ 382,287  $420,048

Income Taxes Paid                              $ 250,175  $196,909  $ 55,131

 The accompanying notes are an integral part of the financial statements.

                                    30
<PAGE>
<PAGE>
 HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


          NOTE 1.   SUMMARY OF MAJOR ACCOUNTING POLICIES

             a.  Description of Business

              The Company is engaged primarily in the rental and
              development of real property located in New Jersey
              for retail use. During 2003, the Company
              terminated its activities in the development of
              surgical staples and the technology used to apply
              the staples for use in internal surgery.  The
              Company has also engaged from time to time in the
              development of technical products.

              b.  Basis of Presentation

              The financial statements are prepared in
              accordance with accounting principles generally
              accepted in the United States of America and
              include amounts based on management's prudent
              judgements and estimates. While actual results may
              differ from these estimates, management does not
              expect the differences, if any, to have a material
              effect on the financial statements.

             c.  Cash and Cash Equivalents

              For purposes of reporting cash flows, all liquid
              investments with original maturities of three
              months or less are considered cash equivalents.

             d.  Property and Equipment

              Depreciation is provided on a straight-line and
              accelerated basis in amounts sufficient to write-
              off the cost of the assets over their estimated
              useful lives, which are as follows:

                Building and Building Improvements 31. 5 to 40 years
                Machinery and Equipment                 5 to 7 years
                Furniture and Fixtures                 7 to 10 years

              Maintenance and repairs are charged to operations
              in the year in which incurred, while replacements
              and betterments are capitalized by charges to the
              appropriate asset accounts.  The cost and
              accumulated depreciation and amortization with
              respect to assets retired or otherwise disposed,
              are eliminated from the assets and related
              accumulated depreciation and amortization accounts
              and any profit or loss resulting therefrom is
              reflected in operations.

              Patent and patent application costs are amortized
              on a straight-line basis over a ten year period.

              e.  Earnings Per Share

              Earnings per share of common stock has been
              computed by dividing net income by the weighted
              average number of common shares outstanding during
              the year.  Diluted earnings per share of common
              stock is the same as earnings per share prior to
              dilution.

                               31
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


 NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           f.  Capital Stock

              Each share of common stock is entitled to one
              vote.  No such shares of common stock were
              reserved at September 30, 2005, 2004, or 2003.  On
              October 20, 2004, the Company amended its
              Certificate of Incorporation in order to reduce
              its authorized shares from 2,000,000 to 272,000.
              On October 5, 2004, the Company retired 1,000
              shares of Treasury Stock purchased on October 1,
              2004 at a cost of $27,000. Between May 10, 2004
              and July 13, 2004, the Company retired 3,806
              shares of Treasury Stock purchased during the
              years ended September 30, 2004 and 2003 at a cost
              of $89,492. On May 1, 2003, the Company retired
              12,682 shares of Treasury Stock purchased between
              May 2002 and March 2003, at a cost of $314,760.

              g.  Income Taxes

              The Company provides for federal and state income
              taxes on items included in the Statements of
              Operations regardless of the period when such
              taxes are payable. Deferred taxes are recognized
              for temporary differences between financial and
              income tax reporting based on enacted tax laws and
              rates.

              h.  Deferred Charges

              It is the policy of the Company to charge costs
              associated with the acquisition of long term debt
              (mortgages) to expense over the term of the
              mortgage.

              In addition, the Company charges costs associated
              with the procurement of operating leases,
              specifically real estate brokers commissions, to
              expense during the term of the operating lease.

              i.  Revenue Recognition

              Base rental revenue is recognized on a straight-
              line basis over the terms of the respective
              leases.  Unbilled rents receivable represents the
              amount by which straight-line rental revenue
              exceeds rents currently billed in accordance with
              the lease agreements.

              j.  Reclassifications

              Earnings from discontinued operations were
              previously classified under earnings from
              continuing operations and have been reclassified
              within the Statement of Operations for the year
              ended September 30, 2003.





                              32
                             <PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         k.  Investments

              The Company accounts for marketable securities in
              accordance with the provisions of SFAS No. 115
              "Accounting for Certain Investments in Debt and
              Equity Securities".

              Trading assets are stated at fair value, with gains
              or losses resulting from changes in fair value
              recognized currently in earnings. The Company
              elects to classify its marketable equity securities
              as trading assets. Net holding gains on equity
              security trading assets were $15,700 in 2005 and $0
              in 2004 and 2003.

              Short-term investments have an original maturity of
              more than three months and a remaining maturity of
              less than 1 year.  These investments consist of
              marketable debt securities which are stated at
              amortized cost as the Company has classified these
              securities as held-to-maturity.


NOTE 2.   INCOME TAXES

                   2005          2004              2003
                 -------        ------            ------

Current taxes:
Federal        $ 197,046       $149,230         $131,321
State             55,422         40,799           42,593
                --------       --------         --------
Total            252,468        190,029          173,914
                --------       --------         --------

Deferred taxes:
Federal         (18,012)        (21,339)        (21,340)
State            (3,179)         (3,767)         (3,766)
                -------         -------         -------

Total           (21,191)        (25,106)        (25,106)
                -------         -------         -------
Provision for
income taxes   $231,277       $164,923          $148,808
               ========       ========          ========

         The deferred tax assets and liabilities recorded on the
          balance sheet as of September 30, are as follows:
                     2005           2004             2003
                  --------       --------         --------

Deferred tax
 assets:
Federal            $85,118      $  53,737        $  60,204
State               15,021          9,483           10,624
                  --------       --------         --------
Total Assets      $100,139      $  63,220       $   70,828
                  --------       --------         --------


Liabilities:
Federal           $300,688       $358,978         $380,317
State               53,063         63,349           67,115
                  --------       --------         --------
Total Liabilities $353,751       $422,327         $447,432
                  --------       --------         --------

                  $253,612       $359,107         $376,604
                   =======        =======          =======
                                33
                              <PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 2.   INCOME TAXES (continued)

          The sources of deferred income taxes for the years ended
          September 30, are as follows:
                              2005           2004             2003
                            -------       --------         --------
Accrued Pension Costs     $(250,347)    $ (306,057)      $ (394,977)
Unbilled Rents Receivable   884,379      1,055,817        1,118,581
                           --------       --------         --------
     Total                $ 634,032     $  749,760       $  723,604
                           ========      =========        =========

          The difference between the statutory federal income tax
          rate on income before income taxes and the Company's
          effective income tax rate is as follows:

                              2005           2004             2003
                           --------       --------         --------

Federal statutory income
    tax rate                   34%            34%              34%
State tax provisions, net
   of federal benefits          6              6                6
Deferred tax adjustment
on prior accrued pension      ( 8)             -                -
Other                           -              7                2
                            --------       -------         -------

Effective income tax rate      32%            47%              42%
                             =====          ====               ===

Management believes it is more likely than not that the long-term deferred
tax asset will reduce future income tax payments. Significant factors
considered by management in its determination of the probability of
the realization of the deferred tax benefits include: (a) historical
operating results; (b) expectations of future earnings and (c) the
period of time over which the pension liabilities will be paid.

NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES

          The Company leases two buildings at it's A & S Drive,
          Paramus, N.J. site for retail use.  The Sports
          Authority, Inc. has leased a 62,000 sq. ft. building for
          a lease term of twenty (20) years and the Tandy
          Corporation has leased a 30,000 sq. ft. building for use
          as a Comp USA retail store for a lease term of fifteen
          (15) years.  The tenants are responsible for real estate
          taxes and other assessments as defined in the operating
          lease agreements.

                               2005                2004           2003
                            ------------       ------------  -------------


Buildings and building improvements:

Cost                          $ 6,961,244         $6,961,244     $6,961,244

Accumulated depreciation        2,926,317          2,726,359      2,526,400
                              ------------       ------------  -------------


Net buildings and building
  improvements               $ 4,034,927          $4,234,885     $4,434,844
                               =========            ========       ========

                               34
<PAGE>

<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES (Continued)

          The minimum future rentals on noncancellable operating
          leases for the years ending September 30, are as
          follows:

              2006         $2,225,142         2010 $1,497,842
              2007          2,233,965         2011  1,275,697
              2008          2,331,017         2012  1,067,573
                                                -------------
              2009          2,331,017
                                           Total  $12,962,253
                                                   ==========

           Net rental income consists of the following:

                         2005               2004          2003

Rental income         $2,053,703         $2,053,703     $2,053,703
Depreciation expense    (199,959)          (199,959)      (199,959)
Other expenses           (43,187)           (60,134)       (55,593)
                    ------------       ------------     ----------

Rental income, net   $ 1,810,557         $1,793,610     $1,798,151
                       =========          =========      =========

          In 2005, 2004, and 2003, depreciation expense included
          all depreciation of the rental buildings and building
          improvements.

             a)  In September 1992, the Company entered into a
              triple net lease agreement with The Sports
              Authority, Inc.  The term of the lease is twenty
              (20) years with four (4) options to extend the term
              for an additional period of five (5) years in each
              option.

              The base annual rents under the amended lease were
              increased as follows:

                2nd through 5th years               $1,208,217
                6th through 10th years               1,295,716
                11th through 15th years              1,391,967
                16th through 20th years              1,497,842

              b)  Tandy Corporation has constructed a 31,000 sq. ft.
              building on the Company's site located in Paramus,
              N.J. for use as a Comp USA retail store.  Tandy
              Corporation commenced paying rent to the Company
              pursuant to the terms of the operating lease on
              October 1, 1994.  The lease term is for fifteen
              (15) years at an annual rental of $630,000 for the
              first five years, $724,500 for the second five
              years and $833,175 for the last five years.  Tandy
              Corporation has three (3) options to extend the
              term of the lease for an additional period of five
              (5) years for each such option.

                               35
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES (Continued)

          Tandy Corporation sold Computer City, Inc. to CompUSA,
          Inc. on September 1, 1998, the lease was assigned to
          CompUSA, Inc. and continues to be guaranteed by Tandy
          Corporation.  On May 18, 2000 Tandy Corporation changed
          its name to Radioshack Corporation.

         On January 23, 2000, CompUSA, Inc. entered into a merger
          agreement with Grupo Sanborns, S.A. de C.V. and TPC
          Aquisition Corp., a subsidiary of Grupo Sanborns, S.A.
          de C.V.  The financial information for Grupo Sanborns,
          S.A. de C.V. is unavailable.  The lease continues to be
          guaranteed by Radioshack (Tandy Corporation).

          The following is a condensed summary of financial
          information on the above publicly  held companies:
                                      Radioshack              The Sports
                                     Corporation               Authority
                                        12/31/04                 1/29/05
                                    (In Millions)           (In Thousands)
         Current assets                 $ 1,775              $   882,660
                                      ----------          ---------------
         Total assets                     2,517                1,451,181
                                      ----------          ---------------
         Current liabilities                957                  527,142
                                      ----------          ---------------
         Total liabilities                1,595                  966,172
                                      ----------          ---------------
         Total stockholders'
          equity                            922                  485,009
                                      ----------          ---------------
          Net sales                       4,841                2,435,863
                                      ----------          ---------------
          Cost of sales                   2,407                1,756,879
                                      ----------          ---------------
          Gross profit                    2,434                  678,984
                                      ----------          ---------------
          Income before
           income taxes                     542                   54,739
                                      ----------          ---------------
          Income tax expense                205                   21,272
                                      ----------          ---------------
          Net income                  $     337              $    33,467
                                      ----------          ---------------

NOTE 4.   RESTATEMENT

          MINIMUM PENSION LIABILITY
          -------------------------

          The Company restated Other Comprehensive Income for
          2004 and 2003 as a result of recording an additional
          minimum pension liability. The net adjustment for 2004
          and 2003 was $11,412 and $(106,423) (see note 14).

          DISCONTINUED OPERATIONS
          -----------------------

          During the year ended September 30, 2003, the Company
          abandoned its activities in the development of surgical
          staples and the technology used to apply the staples for
          use in internal surgery. Assets totaling $60,052,
          associated with this segment, were written off to
          operations during 2003; therefore, there are no
          remaining assets included on the balance sheet as of
          September 30, 2003. There were no sales associated with
          this segment. The operating loss from this segment for
          2003 was $172,746, with a tax benefit of $93,119 for a
          net loss from discontinued operations of $139,679.


















                                36
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 5.   RENT EXPENSE

          The Company leases approximately 1,000 square feet of
          office and laboratory space on an annual basis.  Lease
          payments are $950 per month.  Rent expense was $11,400
          in 2005, $11,400 in 2004 and $11,400 in 2003.

NOTE 6.   PATENTS AND PATENT APPLICATION COSTS

          The Company has discontinued efforts relating to solar
          cells and semi-conductor technology.  Work in the field
          has moved in other directions than that of the Company's
          technology and there has been a substantial reduction of
          government support in this technical area.  The funding
          that had been received by laboratories exploring the
          Company's technology has also terminated.

          The Company terminated its efforts in the area of
          surgical staple development for use in internal surgery.
          Several United States Patents had been issued and
          foreign applications had been filed on a novel staple.
          Research and development costs in the amounts of
          $172,746 have been expended in connection with the
          surgical staple during 2003.

NOTE 7.   LONG-TERM DEBT

          Long-term debt consists of two loans, one in the amount
          of $6,000,000 payable in monthly installments of $55,328
          including interest at 8.77% until 2011.  The second loan
          in the amount of $1,500,000 is payable in monthly
          installments of $13,767 including interest at 8.7% until
          2011.

          Costs incurred in connection with this mortgage amounted
          to $102,520 and are charged to expense over the life of
          the mortgage.  This amount is included in the balance of
          deferred charges as detailed in Note 8.  The expense for
          the remaining  years is presented below:

              2006                                  $5,126
              2007                                   5,126
              2008                                   5,126
              2009                                   5,126













                                37
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


 NOTE 7.   LONG-TERM DEBT (Continued)

          The combined balance outstanding for each debt issued at
          the end of 2005, 2004, and 2003 is as follows:
                              2005         2004       2003
                         ----------   ---------  ----------
First Mortgage on
62,000 sq. ft. Building  $3,566,175   4,059,353  $4,511,328

Less Current Portion        538,144     493,177     451,982
                    ---------------   ---------  -----------

Long-Term Portion        $3,028,031  $3,566,176  $4,059,346
                         =========    =========   =========

          The mortgage is secured by the land, building and
          operating lease agreement with The Sports Authority,
          Inc.  (See Note 3).

          The principle payments of long-term debt for the term of
          the mortgage is as follows:

              2006            $538,144          2009    $699,136
              2007             587,197          2010     762,870
              2008             640,727          2011     338,101

NOTE 8.   DEFERRED CHARGES

          The composition of deferred charges and related
          amortization is as follows:

                                               Real Estate
                                            Brokers Commissions
                                  Mortgage   Sports     Tandy
                          Total      Costs  Authority    Corp.
                          ------     -----  ---------  -------
Original Cost            $712,160 $102,520   $279,584 $330,056
Accumulated Amortization  489,866   64,929    182,895  242,042
                         -------- --------   -------- --------

Balance 9/30/05          $222,294 $ 37,591  $  96,689 $ 88,014
                          =======  =======    =======  =======

Original Cost            $712,160 $102,520   $279,584 $330,056
Accumulated Amortization  448,756   59,804    168,915  220,037
                         --------  -------  --------- --------

Balance 9/30/04          $263,404 $ 42,716   $110,669 $110,019
                          =======  =======    =======  =======













                                 38
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 9.   OTHER EMPLOYEE BENEFITS

          The Financial Accounting Standards Board issued SFAS No.
          106 " Employers Accounting for Post Retirement Benefits",
          and SFAS No. 112 "Employers Accounting for Post Employment
          Benefits", which changed employers' accounting for these
          benefits.  Since the Company has no post-retirement
          benefit plans, and does not offer post employment
          benefits, SFAS No. 106 and SFAS No. 112 are not
          applicable.  The Financial Accounting Standards Board
          issued SFAS No. 132  "Employers' Disclosures about
          Pensions and Other Post Retirement Benefits."  SFAS No.
          132 is not applicable for post employment benefits, but is
          applicable to the company's pension plan (See Note 13).

NOTE 10.  CONCENTRATION OF CREDIT RISK

          Substantially all of the Company's income is rental income
          received from two tenants.  These tenants are subject to
          long-term lease agreements (See Note 3).

          The Company is also subject to concentrations of credit
          risk with respect to cash and cash equivalents which the
          Company attempts to minimize by entering into arrangements
          with major banks and financial institutions and investing
          in high-quality instruments. The Company does not expect
          any counterparties to fail to meet their obligations.

NOTE 11.  BUSINESS SEGMENTS

          The Company adopted Financial Accounting Standards Board
          Statement (SFAS) No. 131 "Disclosures about Segments of an
          Enterprise and Related Information".  The Company's
          reportable segments are strategic business units that
          involve different products and services.  They are managed
          by a single management team.

          The Company's business segments are as follows:

           Surgical Staples-Engaged in engineering and design of
           technical products. One such development was the
           design of surgical staples for use in internal
           surgery  and in the technology used to fabricate the
           equipment issued to apply the staples.  The Company
           has discontinued its research efforts relating to the
           surgical staple segment of its business during 2003.


          Rental and Development-Engaged in the development and
          leasing of real estate the two retail buildings owned
          by the Company at 50 A&S Drive, Paramus, New Jersey.
          Approximately 98% of the Company revenues are earned
          by this segment, all of which is received from two
          tenants (see Note 10).

          The accounting policies of the segments are the same as
          those described in the summary of major accounting
          policies.  The Company evaluates the performance of its
          operating segments based on income before income taxes.
          There are no intercompany sales.  The Company derives all
          of its revenue in the United States.






                                39
                               <PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 11.  BUSINESS SEGMENTS (Continued)

          Summarized financial information concerning the Company's
          reportable segments is shown in the following table.  The
          "Other" column includes corporate income and expense items
          not allocated to reportable segments.

                                  Revenues

                       2005        2004        2003
                    ---------   ----------   --------
Business Segments:

Surgical Staples   $      -     $       -  $       -
Real Estate Rental  2,053,703   2,053,703   2,053,703
Other                  25,394       4,645       4,932
                   ----------   ---------   ---------

     Total        $ 2,079,097  $2,058,348  $2,086,635
                    =========    ========   =========

                             Income (Loss)


                       2005         2004        2003
                    ---------   ----------   --------
Business Segments:

Surgical Staples   $        -  $        -  $(139,679) *
Real Estate Rental  1,810,557   1,793,610   1,798,151
                    ---------   ----------   --------
     Total          1,810,557   1,793,610  $1,658,472
                    ---------   ----------   --------
General and Administrative
  Expenses          (785,206)   (1,069,407)  (828,081)
Interest Expense    (338,683)     (378,989)  (417,026)
Other Income          25,394         4,645     32,932
Income Tax Expense  (231,277)     (164,923)  (241,927)
                    ---------   ----------   --------

     Total        (1,329,772)   (1,608,674)(1,454,102)
                    ---------   ----------   --------

Net Income           $480,785   $  184,936  $ 204,370
                    =========    =========  =========

                            Identifiable Assets

                       2005        2004        2003
                    ---------   ----------   --------
Business Segments:

Surgical Staples   $        -   $        - $        -
Real Estate Rental  5,594,371    6,006,879  6,310,711
Other                 952,412    1,040,147  1,058,781
                    ---------   ----------   --------

    TOTAL ASSETS   $6,546,783   $7,047,026 $7,369,492
                     ========     ========   ========

* Discontinued operations










                                 40
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 11.  BUSINESS SEGMENTS (Continued)

Business Segments:         Capital Expenditures
                       2005         2004       2003
                    ---------   ----------   --------

Surgical Staples    $       -    $       -  $       -
Real Estate Rental          -            -          -
Other                       -        3,529      4,214
                    ---------   ----------   --------
                    $       -    $   3,529    $ 4,214
                    =========     ========    =======

                          Property and Equipment
Business Segments               Depreciation
                      2005         2004         2003
                    ---------   ----------   --------

Surgical Staples     $      -     $      -   $      -
Real Estate Rental    199,959      199,959    199,959
Other                  20,546       20,407     19,908
                    ---------   ----------   --------
                     $220,505     $220,366   $219,867
                      =======      =======    =======
                          Intangible Assets
                            Amortization
                       2005        2004        2003
                    ---------   ----------   --------

Surgical Staples      $     -      $     -    $     -
Real Estate Rental     41,110       41,109     41,108
Other                       -            -          -
                    ---------   ----------   --------
                    $  41,110     $ 41,109   $ 41,108
                    =========   ==========   ========

 NOTE 12.      FAIR VALUES OF FINANCIAL INSTRUMENTS

          The Company has a number of financial instruments, none of
          which are held for trading purposes.  The Company
          estimates that the fair value of all financial instruments
          at September 30, 2005, does not differ materially from the
          aggregate carrying values of its financial instruments
          recorded in the accompanying balance sheet.  The estimated
          fair value amounts have been determined by the Company
          using available market information and appropriate
          valuation methodologies.  Considerable judgement is
          necessarily required in interpreting market data to
          develop the estimates of fair value, and accordingly, the
          estimates are not necessarily indicative of the amounts
          that the Company could realize in a current market
          exchange.













                                41
                               <PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


          NOTE 13.  PENSION PLAN

          The Company established a defined benefit plan covering
          all eligible employees, who have completed one year of
          service.  Benefits are based on years of service and the
          average compensation during the best three years of
          participation.

          The Company's funding policy is to make annual
          contributions to the plan in amounts such that all
          employees' benefits will be fully provided for by the time
          they retire.  Contributions are intended to provide not
          only for benefits attributed to service to date but also
          for those expected to be earned in the future.

          Although it has not expressed any intention to do so, the
          Company has the right under the plan to discontinue its
          contributions at any time and to terminate the Plan
          subject to the provisions set forth in ERISA.

          The Company has adopted SFAS No. 132 "Employers'
          Disclosures about Pensions and Other Post Retirement
          Benefits".  The provisions of SFAS No. 132 revise
          employers' disclosures about pension and other post
          retirement benefit plans.  It does not change the
          measurement or recognition of this plan.  It standardizes
          the disclosure requirements for pensions and other post
          retirement benefits to the extent practicable.

          The Company provides defined benefit pension plan to the
          employees.  The following provides a reconciliation of
          benefit obligations, plan assets, and funded status of the
          plan.

                                       2005        2004          2003
                                    ---------   ----------    --------
Changes in benefit obligation:
Benefit obligation at October 1    $3,244,889  $ 2,371,343 $ 1,920,510
Service cost                                -      440,931     306,184
Interest cost                         244,239      211,676     167,601
                                    ---------   ----------    --------

Benefit obligation at September 30 $3,489,128   $3,023,950  $2,394,295
                                   ==========   ==========  ==========

                                      2005         2004         2003
                                    ---------   ----------    --------
Change in plan assets:
Fair value of plan assets at
   October 1                       $2,717,893   $2,096,090  $1,810,644
Company contributions                 340,817      479,009     334,764
Benefit payments                     (100,000)    (100,000)          -
Actual return on plan assets          280,071      242,794     (49,318)
                                    ---------   ----------    --------
Fair value of plan assets at
   September 30,                   $3,238,781   $2,717,893  $2,096,090
                                   ==========   ==========  ==========

Funded status of Plan              $ (250,347)   $(306,057)  $(298,205)
Unrecognized Net Gain                 368,808      158,051     177,071
                                    ---------   ----------    --------

Prepaid (Accrued) Pension           $ 118,461  $  (148,006) $ (121,134)
                                    =========    =========    ========





                                42
                               <PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 13.  PENSION PLAN (Continued)

          The net periodic pension cost for the year ended September
          30, includes the following components:
                                         2005         2004        2003
                                      ---------   ----------    --------
1.  Service cost - benefits earned
      during the period               $       -   $ 440,931     $306,184
                                      ---------   ----------    --------
2.  Interest cost on projected benefit
        obligation                      244,239     211,676      167,601
                                      ---------   ----------    --------
3.  Actual return on plan assets       (180,071)   (142,794)      49,318
                                      ---------   ----------    --------
4.  Net amortization and deferral:

 a. Amortization of unrecognized net
    obligation (asset) at transition          -          -            -
 b. Amortization of unrecognized
    prior service cost                        -          -            -
 c. Amortization of unrecognized net
   (gain) or loss                        10,182     (3,932)    (176,063)
 d. Asset gain or (loss) deferred             -          -           -
                                      ---------   ---------    --------
 e. Total                                10,182     (3,932)    (176,063)
                                      ---------   ---------    --------


5.  Net periodic pension cost (credit) =
 (Item 1 + item 2 + item 3 + item 4 (e) $74,350   $505,881     $347,040
                                        =======    =======      =======

          The net periodic pension cost for 2005, 2004 and 2003 was
          determined based on a 7% discount rate and a long - term
          rate of return of 7% on plan assets.

NOTE 14  ACCUMULATED OTHER COMPREHENSIVE INCOME BALANCES

                                       Before-Tax  Tax Expense  Net-of-Tax
                                         Amount     (Benefit)    Amount
                                       ----------  -----------  ----------
         Minimum Pension Liability Adjustment:

            2003                        $177,071    $(70,828)   $106,243
                                        ========    ========     =======
            2004                        $(19,020)   $  7,608    $(11,412)
                                        ========    ========     =======
            2005                        $210,757    $(84,303)   $126,454
                                        ========    ========     =======


















                                43
                               <PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003


NOTE 15.  SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED)

                    For the Fiscal Year Ended September 30, 2005

                              First     Second   Third     Fourth
                             Quarter   Quarter  Quarter   Quarter
Total Revenues               $505,920  $506,682 $507,226  $559,269

Gross Profit                    N/A       N/A     N/A        N/A

Income Before Extraordinary
  Items                        38,703    71,035   75,718   295,329

Weighted Average
Number of Shares              270,513   269,940  269,940   269,784

Earnings Per Share                .14       .26      .28      1.10

Net Income                    $38,703   $71,035  $75,718  $295,329


                     For the Fiscal Year Ended September 30, 2004

                              First    Second    Third    Fourth
                             Quarter   Quarter  Quarter   Quarter

Total Revenues               $505,955  $505,371 $505,498  $541,524

Gross Profit                    N/A       N/A      N/A       N/A

Income Before Extraordinary
  Items                        75,707    33,653   37,346    38,230

Weighted Average
Number of Shares              273,420   271,505  271,346   271,211

Earnings Per Share                .28       .12      .14       .14

Net Income                    $75,707   $33,653  $37,346   $38,230











                                44
                               <PAGE>

<TABLE>
HOLOBEAM, INC.                         SCHEDULE XI

REAL ESTATE AND ACCUMULATED DEPRECIATION
SEPTEMBER 30, 2005

<CAPTION>
                                                                                                               Life in
                                                                                                                Which
                                                                                                                Deprec-
                                              Cost Capitalized      Gross Amount at          (2)                 iaton
                             Initial            Subsequent         Which Carried at        Accum-                in Latest
                           Cost to Company    To Acquisition      Close of Period (1)      ulated    Date  Date   Income
              Incum -               Bldg &           Carrying           Bldg &             Deprec-    of   Acqu-  Stmt is
             brances       Land     Improv    Improv   Costs   Land    Improv      Total    iation  Constr. ired Computed
<S>            <C>        <C>      <C>        <C>        <C> <C>      <C>        <C>        <C>        <C>  <C>  <C>
Improved Land
Paramus, NJ    $        0 $218,402  $      0  $        0 $ 0 $218,402 $        0 $  218,402 $        0      1971    -
Improved Land
 Paramus, NJ            0  173,565         0      60,805   0  234,370          0    234,370          0      1983    -

Building I
 Paramus, NJ
 Improvements   4,511,328        0   718,881   3,649,850   0        0  4,368,731  4,368,731  2,200,636 1958 1971 3 to 40
                                                                                                                  years

Building II
 Paramus, NJ            0        0  2,592,513          0   0        0  2,592,513  2,592,513    725,682 1995 1995 30 Years
                ---------  -------  ---------  ---------  --  -------  ---------  ---------  ---------

               $4,511,328 $391,967 $3,311,394 $3,710,655 $ 0 $452,772 $6,961,244 $7,414,016 $2,926,318
                =========  =======  =========  =========  ==  =======  =========  =========  =========
</TABLE>

<TABLE>
<CAPTION
(1)Activity for the three years                            (2)Activity for the three years
   ended September 30, 2005 is                              ended September 30, 2005 is
   as follows:         2005     2004      2003              as follows:             2005      2004       2003

Balance at                                                  Balance at
 Beginning                                                   Beginning
<S>               <C>        <C>        <C>                <C>                  <C>        <C>        <C>
 of Year          $7,414,016 $7,414,016 $7,414,016           of Year            $2,726,359 $2,526,400 $2,326,441
Additions:                                                  Additions:
  Improvements             0          0          0            Depreciation         199,959    199,959    199,959
  Acquisitions             0          0          0            Less Retirements           0          0          0
                   ---------  ---------  ---------                               ---------  ---------  ---------
                   7,414,016  7,414,016  7,414,016
Deductions                                                  Balance at
  During Year:                                              End of Year:        $2,926,318 $2,726,359 $2,526,400
  Retirements              0          0          0                               =========  =========  =========
  Cost of Real
   Estate Sales            0          0          0
                   ---------  ---------  ---------
Balance at
End of Year       $7,414,016 $7,414,016 $7,414,016
                   =========  =========  =========
</TABLE>

The aggregate cost for Federal income tax purposes
 at September 30, 2005 is $7,414,016.

The accompanying notes are an integral part of these financial statements.
                                                  45

<PAGE>

<TABLE>
HOLOBEAM, INC.                                                                       SCHEDULE XII

MORTGAGE LOANS ON REAL ESTATE
SEPTEMBER 30, 2005

<CAPTION>
                                                                                          Principal Amount
                                                                                                of Loans
                                                                           Face    Carrying    Subject to
                                                         Periodic         Amount    Amount      Delinquent
                            Interest    Final Maturity    Payment   Prior    of        of        Principal
                              Rate          Date           Terms    Items Mortgage  Mortgage(1) or Interest
<S>                              <C>     <C>              <C>       <C>   <C>        <C>         <C>
Mortgage Payable
   Building and Improvements     8.7%    February 5, 2011 $13,367   None  $1,500,000 $  711,531  None

Mortgage Payable
   Building and Improvements     8.77%   February 5, 2011 $56,328   None  $6,000,000 $2,854,644  None
                                                                                      ---------
                                                                                     $3,566,175
                                                                                      =========

</TABLE>
Activity for the three
   years ended September 30,
   2005 is as follows:
                                     2005        2004        2003
Balance at Beginning of Year     $4,059,353  $4,511,328  $4,925,542

Additions During Year:
  Commercial Loans                        0           0           0
  New Mortgages                           0           0           0
                                  ---------   ---------   ---------

                                  4,059,353   4,511,328   4,925,542

Deductions During Year:
  Principal Payments                493,178     451,975     414,214
  Mortgage Payments                       0           0           0
                                  ---------   ---------   ---------
Balance at End of Year           $3,566,175  $4,059,353  $4,511,328
                                  =========   =========   =========

(1) The cost for Federal income tax

   Purposes at 9/30/05 $3,566,175


The accompanying notes are an integral part of these financial statements.
                                                   46

<PAGE>




Item 9.  Changes and Disagreements with Accountants on Accounting and
---------------------------------------------------------------------
     Financial Disclosure.
     ---------------------
     None.

Item 9A. Controls and Procedures.
---------------------------------
       Under the supervision and with the participation
 of the Officers, including the President and the
Treasurer, the Board of Directors has reevaluated the
effectiveness of the design and operation of the
Registrant's disclosure controls and procedures as of the
end of the period covered by this report,  upon the
disclosure of a material error in the recording of an
additional minimum pension liability, and based upon
their evaluation, the President and Treasurer have
concluded that these controls and procedures are
effective.  There were no significant changes in internal
controls or in other factors that could materially affect
these controls subsequent to the date of their
evaluation, except for the appointment of the new
Treasurer and Board Member, Ralph A. Fredericks, due to
the death of William Hackett.

                                   47
<PAGE>

Item 9B. Other Information
--------------------------
     On October 20, 2004, the Registrant filed an amendment
to its Restated Certificate of Incorporation for the purpose
of reducing the number of Authorized Common Shares to 272,000
from 2,000,000.
     The amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware and was approved by the
affirmative vote of approximately 81% of the Registrant's
shareholders.


                                   48
<PAGE>
                             PART III
                             --------
Item 10.  Directors and Executive Officers of the Registrant.
-------------------------------------------------------------
     (a)  The following Table identifies each Director of the
Registrant and indicates his position with the Registrant, the
duration of his term as Director and the date when he was
first elected.

Name and Age        Title                   Term      Date First Elected
-------------------------------------------------------------------------

Melvin S. Cook      Chairman of the Board   2008 Annual    1968
Age 74              President of Registrant Meeting

William M. Hackett  Treasurer of Registrant 2006 Annual    1984
Age 62 (deceased)                          Meeting

Beverly Cook        Office Manager and      2007 Annual    1995
Age 69              Secretary of Registrant Meeting


     (b)  The following Table represents the name and age of
each officer of the Registrant, the positions and offices held
by each, the term of each office and the period which each has
served in the indicated office.

Name and Age        Title                   Term      Date First Elected
------------------------------------------------------------------------

Melvin S. Cook      Chairman of the Board    Annual       1968
Age 74

William M. Hackett  Treasurer of Registrant  Annual       1975
Age 62 (deceased)

Beverly Cook        Secretary of Registrant  Annual       1997
Age 69



     (1)  Each officer has been selected to serve until the next
Annual Meeting of the Board of Directors or until his respective
successor shall be elected and shall quality.

     (c)  There are no significant employees other than those
identified in (a) and (b) above.


    (d)  The following Table summarizes the business experience
and principal occupation during the last five years of each person
who serves as a director of executive officer of the Registrant, as
well as any other directorship held by persons serving as directors
of the Registrant.

                                   49
<PAGE>
<PAGE>
                                                          Other
Name                Business Experience/Occupation          Directorship
------------------------------------------------------------------------
Melvin S. Cook      Chairman of the Board of Directors and      None
                    President of the Registrant since its
                    formation.

William M. Hackett  Vice President of Registrant from           None
                    August 23, 1975 until June 1, 1981 and
                    Controller of Registrant and member of
                    accounting staff from October 1973 to
                    August 1975.  Treasurer of Registrant
                    from June 1981 to present.  Vice President
                    of CMA Co., Inc. from November 1986 to
                    1998.  Elected President of CMA Co., Inc.
                    in 1998 to date of death.

Beverly Cook        Office Manager of Registrant from June 1,    None
                    1981 until present.  Married to Melvin S.
                    Cook, President and Chairman of the
                    Board of Directors.

          (f)  Not applicable.

Item 11.  Management Compensation.
----------------------------------
     (a)  The following Table shows all direct remunerations paid by
the Registrant during the fiscal year ended September 30, 2005 to
each Director or Officer of the Registrant whose aggregate direct
remuneration exceeds $100,000., and the direct remuneration paid all
 Directors and Officers of the Registrant as a group for such fiscal year.
                                   50
<PAGE>

<TABLE>

<PAGE>
                                          HOLOBEAM, INC.
                                             Form 10K
                                    Summary Compensation Table
                                        September 30, 2005

<CAPTION>

                                                                     Long Term Compensation
                                                   -----------------------------------------------
Name and                Annual Compensation                  Awards                     Payouts      All Other
                    ----------------------------   ----------------------------       ------------
Principal Position  Year  Salary  Bonus    Other   Restricted Stock    SUO/SARS       LTIP Payouts   Compensation
------------------  ----  ------  -----    -----   ----------------    --------       ------------   ------------
<S>                 <C>  <C>       <C>      <C>            <C>           <C>                 <C>       <C>
Melvin S. Cook      2005 $325,000  -0-      -0-            -0-           -0-                 -0-       -0-
President and CEO   2004  325,000  -0-      -0-            -0-           -0-                 -0-       -0-
and Director        2003  325,000  -0-      -0-            -0-           -0-                 -0-       -0-

William M. Hackett  2005   33,333  -0-      -0-            -0-           -0-                 -0-       -0-
Treasurer and       2004   33,333  -0-      -0-            -0-           -0-                 -0-       -0-
Director            2003   25,000  -0-      -0-            -0-           -0-                 -0-       -0-

Beverly Cook        2005  150,000  -0-      -0-            -0-           -0-                 -0-       -0-
 Secretary and      2004  150,000  -0-      -0-            -0-           -0-                 -0-       -0-
  Director          2003  150,000  -0-      -0-            -0-           -0-                 -0-       -0-

All Officers and    2005 $508,333  -0-      -0-            -0-           -0-                 -0-       -0-
 Directors as a     2004  508,333  -0-      -0-            -0-           -0-                 -0-       -0-
     Group          2003  500,000  -0-      -0-            -0-           -0-                 -0-       -0-
</TABLE>











                                        51
<PAGE>
<PAGE>
Item 11 (cont'd.)
-----------------
    The Summary Compensation Table represents all aggregate
forms of remuneration to the executive officers of the
Registrant.  There were no other payments or compensation
awarded to the officers of the Registrant.
     (b)  The Directors who are not employees of the Registrant
receive standard attendance fees of $200 plus applicable
expenses for travel.  No Directors' fees were paid during 2005,
2004 and 2003.
     (c)  The following Table sets forth all the options to
purchase securities from the Registrant which were granted to or
exercised by any of its directors and each officer whose direct
remuneration exceeds $100,000. as well as all officers and
directors as a group since October 1, 2004.

                         All Directors and Officers as a Group
                         -------------------------------------
Options Granted
                                       0
Options Exercised
                                       0
Unexercised Options Held at 9/30/05    0


     (d)  The following Table sets forth information about the
Company's defined benefit pension plan benefits:

                          Pension Plan Table
                                       Years of Service
                                       ----------------
             Remuneration                        38
             ------------                      -------
                $ 60,000.                     $ 60,000.

                 160,000.                      160,000.

                 205,000.                      170,000.




     Pensions are based upon average annual earnings (salary and
bonus) for the highest three consecutive years of employment
with the Registrant.  For Melvin Cook and Beverly Cook, the
amounts equaled $205,000. and $137,500., respectively, as of
September 30, 2005.  Melvin Cook and Beverly Cook will be
credited at normal retirement date with 38 years service each
under the Pension Plan as of September 30, 2006.  Pensions may
be adjusted for a surviving spouse's pension or other options
under the Pension Plan.  Pensions are not subject to any other

                                    52
<PAGE>

deduction for Social Security or any other amounts.
(Reference is made to Note 13 of the accompanying Financial
Statements for the year ended September 30, 2005.)

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------
     and Related Stockholder Matters.
     --------------------------------
     (a)  The stockholding of each person who is known by the
Registrant to own beneficially more than 5% of any classes of
securities as of December 27, 2005 is as follows:

Title of Class         Name & Address     Amount Owned % of Class
-----------------------------------------------------------------

Common Stock, Par      Melvin S. Cook         125,000     46.3%
Value $0.10 Per Share  217 First Street
                       Ho-Ho-Kus, NJ 07423

Common Stock, Par      Beverly Cook            94,500     35.0%
Value $0.10 Per Share  217 First Street
                       Ho-Ho-Kus, NJ 07423



     (b)  The stockholding of Officers and Directors as a group
as of December 08, 2005 are as follows:

Title of Class           Amount Beneficially Owned   % of Class
---------------------------------------------------------------

Common Stock, Par Value        219,500                    81.3%
$0.10 Per Share



Title of Class           Amount Beneficially Owned
     % of Class


     (c)  There are no contractual arrangements that might result
in a change of control of Registrant.

Item 13.  Certain Relationships and Related Transactions - Not
--------------------------------------------------------
Applicable

Item 14.  Principal Accountant Fees and Services.
-------------------------------------------------
     The Board of Directors and Officers of the Registrant
appointed R.A. Fredericks and Co., LLP, independent registered
public accounting firm, to audit the Registrant's books, records
and accounts for the Fiscal Year ended September 30, 2005.

                                  53
<PAGE>

<PAGE>
     The Board of Directors approves all services rendered
by R.A. Fredericks and Co., LLP and approves all fees paid
to the audit firm.
     The Board of Directors requires that the Treasurer
and the President approve all audit and other permissible
non-audit services provided by R.A. Fredericks and Co., LLP.
The Board of Directors will not approve non-audit engagements
that would violate rules of the U.S. Securities and Exchange
Commission or impair the independence of R.A. Fredericks and Co., LLP.
     For the fiscal years ended September 30, 2005 and 2004,
R.A. Fredericks and Co., LLP was paid the following fees for
services provided to the Registrant:


                                          2005               2004
       Audit Fees                      $26,500            $20,000
       Tax Fees                          2,500              2,500
       All Other Fees                    -0-                 -0-
                                        ------             ------
       Total                           $29,000            $22,500
                                        ======             ======



                              54

<PAGE>
<PAGE>
                            PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8K
------------------------------------------------------------------------
    The following documents are filed as part of the Annual
 Form 10-K:
        1.   Financial Statements for the fiscal years ended
             September 30, 2005 and 2004.
        2.   Financial Statement Schedules:
              XI.  Real Estate and Accumulated Depreciation
              XII. Mortgage Loans on Real Estate
        3.   Index to Exhibits
             A.   Officers' Certifications pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
             B.   Certification of Chief Executive Officer pursuant to U.S.C.,
                  Section 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
             C.   Certification of Chief Financial Officer pursuant to 18
                  U.S.C.,Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002
             D.   Amended and restated Certificate of Incorporation of
                  Holobeam, Inc.
             E.   Code of Ethics

                              55
<PAGE>




                          HOLOBEAM, INC.
                             Form 10K
                        September 30, 2005

                            Signatures



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Registrant     Holobeam, Inc.

By   Beverly Cook

Date August 11, 2006


Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and
on the dates indicated.


HOLOBEAM, INC.


By:  Melvin S. Cook
     Melvin S. Cook
     President and Chairman of the Board

Date:     August 11, 2006



By:  Beverly Cook
     Beverly Cook
     Director and Treasurer

Date:     August 11, 2006



By:  Beverly Cook
     Beverly Cook
     Director and Secretary

Date:     August 11, 2006

<PAGE>


<PAGE>
                           EXHIBIT A


CERTIFICATIONS

     (a)  The Registrant maintains disclosure controls and
procedures that provide reasonable assurance that the Registrant
is able to record, process and summarize and report the
information required to comply with the Registrant's Exchange
Act disclosure obligations and for the Registrant's own internal
purposes. The Registrant has evaluated these controls and
procedures at September 30, 2005 and has determined the controls
and procedures to be effective in recording, processing,
summarizing and reporting the information required by the
Registrant's quarterly and annual Exchange Act reports.

     (b)  There have been no significant changes in the
Registrant's procedures or internal controls or in other factors
that could significantly affect these controls subsequent to
September 30, 2005, including corrective actions with regard to
significant deficiencies and material weaknesses.  As of
September 30, 2005, the examination of controls and procedures
did not disclose any significant deficiencies or material
weaknesses.


     I, Beverly Cook certify that:

     1.   I have reviewed this amended annual report on Form 10-K of
Holobeam, Inc.;

     2.   Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

     3.   Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;

     4.   The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Registrant and have:

     (a)  designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;

     (b)  evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation
Date"); and

     (c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent
function):


<PAGE>


     a)   all significant deficiencies in the design or operation
of internal

 controls which could adversely affect the Registrant's ability
to record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses
in internal controls; and

     b)   any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Registrant's internal controls; and

     6.   The Registrant's other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Date:   August 11, 2006
                                   Beverly Cook, Treasurer
                                   Beverly Cook
                                   Treasurer



     I, Melvin S. Cook certify that:

     1.   I have reviewed this amended annual report on Form 10-K of
Holobeam, Inc.;

     2.   Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

     3.   Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;

     4.   The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Registrant and have:

     (a)  designed such disclosure controls and procedures to
ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;

     (b)  evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation
Date"); and

     (c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officers and I have
disclosed,

<PAGE>


based on our most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors (or persons performing the equivalent
function):

     a)   all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Registrant's ability to record,


 process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses
in internal controls; and

     b)   any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Registrant's internal controls; and

     6.   The Registrant's other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Date:   August 11, 2006

                                   Melvin S. Cook, President
                                   Melvin S. Cook
                                   President



<PAGE>
<PAGE>
                           EXHIBIT D


                    CERTIFICATE OF AMENDMENT

                               OF

             RESTATED CERTIFICATE OF INCORPORATION

                               OF

                         HOLOBEAM, INC.

                             *****


     Holobeam, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation in
a meeting duly held, unanimously adopted a resolution proposing
and declaring advisable the following amendment to the Restated
Certificate of Incorporation of said corporation:

                    RESOLVED, That the Restated Certificate of
          Incorporation of the corporation be amended
          by changing the FOURTH Article thereof so
          that, as amended said Article shall be and
          read as follows:
                         FOURTH: The total number of shares of
          stock which the Corporation shall have
          authority to issue is Two Hundred Seventy
          Two Thousand (272,000) shares of Common
          Stock having a par value of Ten Cents
          ($0.10) per share amounting in the aggregate
          to Twenty-Seven Thousand Two Hundred Dollars
          ($27,200).

     SECOND: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and
228 of the General Corporation Law of the State of Delaware.

THIRD: That this Certificate of Amendment of the Restated
Certificate of Incorporation shall be effective on October 20,
2004.

     IN WITNESS WHEREOF, said Board of Directors of said
Holobeam, Inc. has caused this certificate to be signed by the
Chairman this 4th day of October 2004.



                                   Melvin S. Cook

                                   by Melvin S. Cook

                                      Chairman



<PAGE>