FORM 10 K

                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, 2003, 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
-----------------------------------------------------------------
(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
1
<PAGE>
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. $5,406,543.00 at
                                              ------------
November 20, 2003 computed on the average of the bid and asked
prices for Holobeam, Inc. common shares at November 20, 2003.
          Indicate the number of shares outstanding of each of
the Registrant's classes of common stock, as of the latest
practicable date. 273,749 common Shares at December 12,2003.
                  -----------------------------------------

               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.
2
<PAGE>

<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 12 to the
Financial Statements for the years ended September 30, 2003,
2002 and 2001.
     (c)  Description of Business.
     ---  -----------------------

          (I)  Principal Activities and
          (ii) Status of products and Real Estate
Properties.
                         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 rented two buildings it owns located at
A&S Drive, Paramus, New Jersey: one to The Sports Authority,
Inc. and the other to Comp USA, 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
3
<PAGE>
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.  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.        Improved Staples       08/18/98
      2,155,750             (PCT NAT)

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.           Staples                03/01/94
    PCT/US94/02227

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

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

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

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      11/23/93
                              Method

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

4
<PAGE>

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 $60,052.00.
             (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
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<PAGE>
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 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 investigated methods for applying
surgical staples and the technology presently used to
fabricate and apply such staples.  During 2003  and 2002, the
Registrant expended $172,746.00 and $214,031.00, respectively,
in
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<PAGE>
connection with the furtherance of this activity.  Such costs
have been currently expensed to operations and consist
principally of materials, supplies and costs associated with
design and development.  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 technology.
          (xiii) Employees.
     At September 30, 2003 the Registrant employed three
persons as compared to  three persons at September 30, 2002
and three persons at September 30, 2001.
    (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.
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<PAGE>
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 office
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.)

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<PAGE>
<PAGE>
                           Building              Building
                         Paramus, NJ            Paramus,NJ
                         -----------            ----------

Year Acquired                 1971                 1994

Gross Square Footage         62,000               31,000

Percent Leased at 09/30/03    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           $4,511,328            $ -0-

     (1)  Includes $3,567,267.00 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 $1,189,675.00 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
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<PAGE>
 also required new site plan approval because the change in
use required new traffic pattern studies, 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 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 a 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:

10
<PAGE>
                  2003           100%
                  2002           100%
                  2001           100%
                  2000           100%
                  1999           100%
     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 or 2003.
                            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
11
<PAGE>
is a party other than ordinary, routine litigation incidental
to the business of the Registrant.
Item 4.  Submission to Matters to a Vote of Security Holders.
-------------------------------------------------------------
     None.

12
<PAGE>                           
<PAGE>
                            PART II
Item 5.  Market for the Registrant's Common Stock and Related
-------------------------------------------------------------
Stockholder
-----------
         Matters.
         --------
     (a)  The Registrant's common stock is traded on the
over-the-counter market.  The bid price listed (Source:  S&P
Comstock) on December 12, 2003 was $26.00 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 12, 2003 was 449.
     (c)  No dividends have been paid or declared on the
Common Stock of the Registrant during the 2003, 2002 or 2001
fiscal years.  In making decisions regarding the possible
payment of dividends, the Board of Directors considers the Re-

quirements 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]).

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<PAGE>
<PAGE>
                              2003                 2002
                              ----                 ----
                         high       low      high       low
                         ----       ---      ----       ---

Quarter Ended Dec. 31    25.50     20.00     15.00     14.50

Quarter Ended Mar. 31    26.00     17.00     25.00     18.00

Quarter Ended June 30    24.00     17.00     23.50     21.00

Quarter Ended Sept. 30   23.00     17.00     22.00     22.00

     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, 1998 and ending September 30, 2003 is presented
below.

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

                                                                         RESTATED
                                                                   --------------------
                         2003         2002           2001           2000           1999
                         ----         ----           ----           ----           ----

<S>                 <C>            <C>            <C>            <C>            <C>
Gross Income        $2,086,635     $2,071,508     $2,105,020     $2,109,860     $2,053,703
Net Income (Loss)      204,370        166,399        168,830        220,147        273,953
Weighted Average
  Number
  of Common Shares
  Outstanding          275,642        287,518        290,960        294,013        298,101
Earnings Per
   Share (Loss)           0.74           0.58           0.58           0.75           0.92
Total Assets         7,298,664      7,637,822      7,931,825      8,143,623      8,252,151
Long-Term Debt       4,059,346      4,511,321      4,925,540      5,305,149      5,653,044
Shareholders' Equity 1,902,922      1,952,727      1,905,433      1,767,071      1,628,040
Gross Rental Income  2,053,703      2,053,703      2,053,703      2,053,703      2,053,703
Net Rental Income    1,798,151      1,795,141      1,794,699      1,790,823      1,795,908
</TABLE>

It should be noted that years ended 2000 and 1999 have
been restated.  (Reference is made to Note 16 to the
financial statements of the Registrant for the year
ending September 30, 2001.)

14
<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 2003 were $736,367.00 and were generated
     principally from the Registrant's real estate rental
     activities.
               The Registrant anticipates that cash flows
     associated with the real estate rental segment of its
     business will be sufficient to 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, 2003 and 2002.)
               Minimum future rental income on the non-cancellable
     operating leases totals $17,303,862.00 and are expected
     to produce sufficient cash flows to fund the Registrant's
     activities through 2012, provided that there are no
     extraordinary events that would cause early termination
     of the operating leases.
               The operating leases are with Tandy
     Corporation/CompUSA and The Sports Authority, Inc. and
     expire in 2009 and 2012, respectively.  Both leases
     contain options for renewal periods of five (5) years.
               During 2003, the Registrant's working capital
     decreased to $38,569.00, which represents a decrease of
     $150,834.00 when compared to the working capital at
     September 30, 2002.  It is the opinion of the Registrant
     that sufficient cash flows will be provided by current
     revenues to sustain the Registrant's operating activities
     over the remaining terms of the operating leases.
15
<PAGE>

     (2)  Capital Resources.
     ---  ------------------

               During 2003 the Registrant discontinued its funding
     of the experiments and engineering in connection with the
     surgical staples and their application.  (Reference is
     made to Annual Report, Form 10K, Item 7., for the years
     ended September 20, 2000, 2001, 2002 and 2003.)  The
     final phase of tests did not indicate sufficient
     commercial value for the Registrant to continue its
     financial support of the project and as a result, the
     testing, engineering and experiments were terminated
     during the third quarter of fiscal 2003.
               The Registrant's expenditures for the surgical
     staple development totalled $172,746.00 during 2003, down
     $41,285.00 when compared to 2002 expenses.  Such decrease
     represents the reduction in expenses associated with the
     abandonment of the project.  No expenditures for the
     project are expected during 2004.
               During 2003, the Registrant contributed $347,040.00
     to its defined benefit pension plan for the year ended
     September 30, 2003.  The contribution was charged to
     operations during each quarter of the year.  The
     Registrant's funding policy is to make annual
     contributions in amounts sufficient to fully provide for
     all eligible employees' benefits by the time they retire.
     The Registrant expects to continue funding the plan in
     2004 and anticipates no materially adverse effect upon
     its financial condition.  (Reference is made to Note 14
     to the accompanying financial statements for the years
     ended September 30, 2003 and 2002.)
               The Registrant's rental properties, located at 50
     A&S Drive, Paramus, New Jersey do not require
     refurbishment or renovation at this time and none are
     planned for 2004.  The tenants are responsible for real
16
<PAGE>
 estate taxes, maintenance expenses and insurance costs.  The
Registrant's costs and projected expenditures in connection
with these properties is limited to depreciation and those
costs that are normal, routine and incidental to its rental
activities.
               The Registrant intends to investigate the potential
     for additional investments in rental properties in the
     Bergen County, New Jersey area where it conducts its
     present activities.  Although there are no definitive
     plans at present to purchase additional properties, the
     Registrant will investigate available properties during
     2004.  If the Registrant should find viable rental
     properties and decides to purchase, sufficient equity
     exists in the existing properties owned by the Registrant
     to provide financing arrangements, if necessary.  Any
     purchase of new properties is not expected to have a
     materially adverse effect upon the Registrant's financial
     condition.

     (3)  Results of Operations.
     ---  ----------------------

               (a)  The Registrant recorded after-tax income of
     $275,642.00 for the fiscal year ended September 30, 2003
     which represents an increase of $37,971.00 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 $2,026,583.00, down
     $44,925.00 when compared to the total revenues recorded
     in 2002.  The net decrease 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
17
<PAGE>
in connection with the surgical staples resulted in a charge
to revenues in the amount of $60,052.00.
               Total costs and expenses for the fiscal year ended
     September 30, 2003 were $1,673,405.00, down $146,506.00
     from the $1,819,911.00 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.

18
<PAGE>
               The Registrant has no off-balance sheet contractual
     obligations or arrangements.
               (b)  After-tax earnings for the year ended September
     30, 2002 were $166,399.00, representing a decrease of
     $2,431.00 when compared to the results of operations for
     the previous year.  Earnings per share were $0.58 for
     2002 and 2001.
               Revenues decreased $33,512.00 to $2,071.508.00 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
     $1,805,735.00 in 2001 to $1,819,911.00 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 $214,031.00 for the year ended September 30, 2002 as
     compared to $183,089.00 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
19
<PAGE>
test results 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 $2,053,703.00 for the year
     ended September 30, 2002 and 2001 and are expected to
     continue t the same rate until the leases expire in 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 $258,572.00 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.

          (C)  The Registrant's after-tax earnings for the year
     ended September 30, 2001 were $168,830.00 as compared to
     $220,147.00 for the year ended September 30, 2000.
     Earnings per share were $0.58 and $0.75 respectively.
     Revenues decreased $4,840.00 to $2,105,020.00 while
     general expenses increased $129,235.00.  Cost increases
     were partially offset by a $29,276.00 decrease in
     interest expense associated with the Mortgage on the
     rental property owned by the Registrant.  During 2001 the
     Registrant adopted FASB 13, accounting for leases.  The
     effect of FASB 13 is to apportion escalation revenues
     contained in the operating leases in equal annual
     adjustments over the terms of the leases.  The
     Registrant's
20
<PAGE>
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, 2000 and 1999.)
               The Registrant's properties at 50 A&S Drive,
     Paramus, New Jersey have had occupancy rates of 100%
     during 2001 and the rates are expected to continue at
     100% until 2009 when the Comp USA lease expires.  Rental
     expenses were $259,004.00 for 2001 and are expected to
     increase at or below the current inflation rate for the
     geographic area in which the Registrant has its real
     estate rental activities.  The Registrant anticipates no
     material effect upon its financial condition as a result
     of such increases.
               The Registrant continued to fund the medical staple
     project during 2001.  Expenses associated with the
     engineering, research and development of the project
     totaled $183,089.00 for the year as compared to
     $92,085.00 for 2000.
               During 2002, the Registrant continued to fund the
     medical staple project and conducted a final series of
     tests to determine the economic feasibility for the
     staple.  The results did not indicate favorable economic
     potential and funding was discontinued in March 2003.
     (4)  Other Matters
     ---  -----------------

               The Registrant was able to positively resolve the
     potential impact of the Year 2000 on the processing of
     data-sensitive information by the Registrant's
     computerized information system.  The Year 2000 problem
     is the result of computer programs being written using
     two digits (rather than four) to define the applicable
     year.  Any of the Registrant's
21
<PAGE>
programs that have time-sensitive software could recognize a
date using "00" as the year 1900 rather than the year 2000,
which may have caused miscalculations or systems failures.
The costs of addressing this issue did not have a material
adverse impact on the Registrant's financial position, results
of operations or cash flows.  The Registrant devoted the
necessary resources and resolved all significant Year 2000
issues.

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 for 2003 and 2002.)

Item 9.  Disagreements on Accounting and Financial Disclosure.
--------------------------------------------------------------
     None.
22
<PAGE>
<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   2005 Annual    1968
Age 72              President of Registrant Meeting

William M. Hackett  Treasurer of Registrant 2006 Annual    1984
Age 60                                      Meeting

Beverly Cook        Office Manager and      2004 Annual    1995
Age 67              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 72

William M. Hackett  Treasurer of Registrant  Annual       1975
Age 60

Beverly Cook        Secretary of Registrant  Annual       1997
Age 67

     (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.
23
<PAGE>
          (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.
                                                          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
                   present. Elected President of CMA Co., Inc.
                   in 1998.

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, 2003 to each Director or Officer of the Registrant whose
aggregate direct remuneration exceeds $100,000.00, and the
direct remuneration paid all Directors and Officers of the
Registrant as a group for such fiscal year.
24
<PAGE>

<TABLE>
HOLOBEAM, INC.
Form 10K
Summary Compensation Table
September 30, 2003

<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      2003 $325,000  -0-      -0-            -0-           -0-                 -0-       -0-
President and CEO   2002  325,000  -0-      -0-            -0-           -0-                 -0-       -0-
and Director        2001  400,000  -0-      -0-            -0-           -0-                 -0-       -0-

William M. Hackett  2003   25,000  -0-      -0-            -0-           -0-                 -0-       -0-
Treasurer and       2002   25,000  -0-      -0-            -0-           -0-                 -0-       -0-
Director            2001   25,000  -0-      -0-            -0-           -0-                 -0-       -0-

Beverly Cook        2003  150,000  -0-      -0-            -0-           -0-                 -0-       -0-
 Secretary and      2002  137,500  -0-      -0-            -0-           -0-                 -0-       -0-
  Director          2001   99,999  -0-      -0-            -0-           -0-                 -0-       -0-

All Officers and    2003 $500,000  -0-      -0-            -0-           -0-                 -0-       -0-
 Directors as a     2002  487,500  -0-      -0-            -0-           -0-                 -0-       -0-
     Group          2001  524,999  -0-      -0-            -0-           -0-                 -0-       -0-
</TABLE>



25
<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 2003,
2002 and 2001.
     (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 $100,000.00 as well as all officers and
directors as a group since October 1, 2002.
                        All Directors and Officers as a Group
                        -------------------------------------
Options Granted                                      0
Options Exercised                                    0
Unexercised Options Held at 9/30/03                  0

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

                       Pension Plan Table

                             Years of Service
                             ----------------

                       Remuneration            37
                       ------------       -------------

                        $ 60,000.00         $ 60,000.00

                         160,000.00          160,000.00

                         200,000.00          160,000.00

     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 $200,000.00 and $137,500.00,
26
<PAGE>
respectively, as of September 30, 2003.  Melvin Cook and Beverly
Cook will be credited at normal retirement date with 37 years
service each under the Pension Plan as of September 30, 2003.
Pensions may be adjusted for a surviving spouse's pension or
other options under the Pension Plan.  Pensions are not subject
to any other deduction for Social Security or any other amounts.
(Reference is made to Note 14 of the accompanying Financial
Statements for the year ended September 30, 2003.)
27
<PAGE>

<PAGE>
                             PART IV
Item 12.  Security Ownership of Certain Beneficial Owners and
-------------------------------------------------------------
Management.
-----------
     (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 10, 2003 is as follows:

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

Common Stock, Par      Melvin S. Cook         124,500     45.2%
Value $0.10 Per Share  217 First Street
                       Ho-Ho-Kus, NJ 07423

Common Stock, Par      Beverly Cook            95,000     34.6%
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 04, 2002 are as follows:

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

Common Stock, Par Value        219,500                    79.8%
$0.10 Per Share

     (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.  Exhibits, Financial Statement Schedules and Reports on
----------------------------------------------------------------
Form 8K
-------
     (a)  Index to Financial Statement filed as part of the
Annual Report and attached.
     (b)  Reports on Form 8K.
     (c)  Lease with The Sports Authority, Inc. filed as part of
the 1993 Annual Report Form 10K-A.
     (d)  Financial Statement Schedules.
     (e)  Lease with Tandy Corp. filed as part of the 1995 Annual
Report Form 10K.

28
<PAGE>
     The following is a list of Financial Statement Schedules
filed as part of this Annual Report on Form 10K.  All other
schedules omitted herein are so omitted because either (1) they
are not applicable, or (2) they required information is shown in
the Financial Statements.
     Schedules
     ---------

         V          Property and Equipment

         VI         Accumulated Depreciation and Amortization of
                    Property and Equipment

        VIII        Allowances and Reserves

         X          Supplementary Income Statement Information

        XI          Real Estate and Accumulated Depreciation

       XII          Mortgage Loans on Real Estate

     (e)  Exhibits, including those incorporated by references.

     The following is a list of Exhibits filed as part of this
Annual Report on Form 10K.  Where so indicated by footnotes,
Exhibits that were previously filed are incorporated by
references.
                                        Legend for Documents
                                             Incorporated
                                             by Reference
                                        ---------------------


Articles of Incorporation and By Laws

   Articles of Incorporation                        (1)

   By-Laws                                          (1)

   By Laws as Amended                               (2)

Instruments Defining Rights of Share-
   holders Including Indentures

   Specimen Certificate for Shares of
      Common Stock                                  (1)

   Security Combination Agreement                   (1)

29
<PAGE>

Additional Exhibits - Exchange Offer                (3)

                    - Lease with Sports
                      Authority, Inc.                (4)

                    - Lease with Tandy
                      Corporation                   (5)

Form 8K - Change in Certifying Accountants          (6)

Form 8K-A - Change in Certifying Accountants        (7)

Defined Benefit Plan                                (8)

Legend
------
     (1)  Filed September 21, 1968 as an Exhibit to Form 10K and
          incorporated herein by reference.
     (2)  Filed December 15, 1986 as part of proxy statement and
          incorporated herein by reference.
     (3)  Filed December 23, 1983 - Exchange Offer.
     (4)  Filed October 12, 1994 as an exhibit to Form 10K-A and
          incorporated herein by reference.
     (5)  Filed December 21, 1995 as an exhibit to Form 10K.
     (6)  Filed November 15, 1996 and incorporated herein by
          reference.
     (7)  Filed November 20, 1996 and incorporated herein by
          reference.
     (8)  Filed August 8, 1998 with Quarterly Report 10Q and
          incorporated herein by reference.

Supplemental Information
------------------------
     No annual report or proxy material has been sent to security
holders.  Such annual report and proxy material are to be
furnished to security holders subsequent to the filing of the
annual report on this form.  Copies of such material will be
furnished to the Commission when it is sent to security holders.
30
<PAGE>

                          HOLOBEAM, INC.
                             Form 10K
                        September 30, 2003

                            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   William M. Hackett
    --------------------
Date December 12, 2003
     -----------------


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:     December 12, 2003
          -------------------------------



By:  William M. Hackett
     ------------------------------------
     William M. Hackett
     Director and Treasurer

Date:     December 12, 2003
          -------------------------------



By:  Beverly Cook
     ------------------------------------
     Beverly Cook
     Director and Secretary

Date:     December 12, 2003
          -------------------------------

<PAGE>

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,
2003 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, 2003, including corrective
actions with regard to significant deficiencies and
material weaknesses.  As of September 30, 2003, the
examination of controls and procedures did not disclose
any significant deficiencies or material weaknesses.


     I, William M. Hackett, Treasurer, certify that:

     1.   I have reviewed this 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,

32
<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:   12/12/03
        --------

                         William M. Hackett,Treasurer
                         ----------------------------
                         William M. Hackett
                         Treasurer



     I, Melvin S. Cook, President, certify that:

     1.   I have reviewed this 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

33
<PAGE>

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):

     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:   12/12/03
        --------
                                   Melvin S. Cook, President
                                   -------------------------
                                   Melvin S. Cook
                                   President

34

<PAGE>












                          HOLOBEAM, INC.

                       FINANCIAL STATEMENTS
               WITH INDEPENDENT ACCOUNTANTS' REPORT

                           YEARS ENDED

                SEPTEMBER 30, 2003, 2002 AND 2001




































                 R.A. FREDERICKS & COMPANY, LLP
                  CERTIFIED PUBLIC ACCOUNTANTS
                     MANAGEMENT CONSULTANTS
                             <PAGE>
HOLOBEAM, INC.
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001






                            CONTENTS





                                                                  PAGE

INDEPENDENT ACCOUNTANTS' REPORT                                    F-1

FINANCIAL STATEMENTS:

  BALANCE SHEETS                                                 F-2-3

  STATEMENTS OF OPERATIONS                                         F-4

  STATEMENTS OF SHAREHOLDERS' EQUITY                               F-5

  STATEMENTS OF CASH FLOWS                                         F-6

  NOTES TO FINANCIAL STATEMENTS                                 F-7-21

SCHEDULES FOR THE YEARS ENDED SEPTEMBER 30, 2003,
2002, AND 2001

  V PROPERTY AND EQUIPMENT                                        F-22

  VI ACCUMULATED DEPRECIATION AND AMORTIZATION
       PROPERTY AND EQUIPMENT                                     F-23

  X SUPPLEMENTARY INCOME STATEMENT INFORMATION                    F-24

  XI REAL ESTATE AND ACCUMULATED DEPRECIATION                     F-25

  XII MORTGAGE LOANS ON REAL ESTATE                               F-26

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




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

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


                 INDEPENDENT ACCOUNTANTS' REPORT



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

We have audited the accompanying balance sheets of Holobeam, Inc. as of
September 30, 2003 and 2002 and the related statements of operations,
shareholders' equity and statements of cash flows for the years ended
September 30, 2003, 2002, and 2001.  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 auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatements.
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, 2003 and 2002, and the results of its
operations and its cash flows for  the years ended September 30, 2003,
2002, and 2001, in conformity with accounting principles generally
accepted in the United States of America.  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 2, 2003


                              F-1

  170 Changebridge Road  Unit B-4, Montville, New Jersey 07045
                       Tel: (973) 575-6200  Fax: (973) 575-5444

Members of the SEC Practice Section of the AICPA Division for CPA
                             Firms.
                             <PAGE>
HOLOBEAM, INC.

BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002




                              ASSETS

                                                        2003      2002

CURRENT ASSETS
     Cash (including cash equivalents of $809,349
      in 2003 and $782,731 in 2002)                $   913,436   $ 836,042
     Accounts Receivable                                    18         102
     Prepaid Income Taxes                                7,688      48,782
     Prepaid Expenses                                    6,391       5,713
                                                      --------    --------
TOTAL CURRENT ASSETS                                   927,533     890,639
                                                      --------    --------

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      86,992
     Furniture and Fixtures                             29,939      27,548
                                                      --------    --------

     TOTAL                                           7,532,770   7,528,556

Less: Accumulated Depreciation and Amortization      2,584,733   2,364,867
                                                      --------    --------

PROPERTY AND EQUIPMENT-NET                           4,948,037   5,163,689
                                                      --------    --------

OTHER ASSETS
     Patents and Patent Application Cost, net of
     accumulated amortization of $0 in 2003
      and $259,469 in 2002                                   -      56,528
     Deferred Charges                                  304,513     345,621
     Unbilled Rents Receivable                       1,118,581   1,181,345
                                                      --------    --------

TOTAL OTHER ASSETS                                   1,423,094   1,583,494
                                                      --------    --------

TOTAL ASSETS                                       $ 7,298,664 $ 7,637,822
                                                      ========    ========



   The accompanying notes are an integral part of the financial
statements.
                               F-2

<PAGE>
<PAGE>
HOLOBEAM, INC.

BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002




               LIABILITIES AND SHAREHOLDERS' EQUITY

                                                       2003         2002
CURRENT LIABILITIES
     Mortgage Payable-Current Portion             $    451,982 $   414,221
     Accounts Payable                                    6,376       7,669
     Deferred Rent                                      60,375           -
     Other Accrued Expenses                             43,066      37,776
     Accrued Pension                                   217,906     205,630
     Income Taxes Payable                               76,341           -
     Accrued Interest Payable                           32,918      35,940
                                                      --------    --------

TOTAL CURRENT LIABILITIES                              888,964     701,236
                                                      --------    --------

LONG-TERM LIABILITIES
     Mortgage Payable (Net of Current Portion)       4,059,346   4,511,321
     Deferred Income Taxes                             447,432     472,538
                                                      --------    --------

TOTAL LONG-TERM LIABILITIES                          4,506,778   4,983,859
                                                      --------    --------

TOTAL LIABILITIES                                    5,395,742   5,685,095
                                                      --------    --------

SHAREHOLDERS' EQUITY
     Common Stock, Par Value $.10 Per Share
      Authorized 2,000,000 Shares, Issued
       275,015 in 2003 and 287,697 in 2002              27,502      28,769
     Additional Paid in Capital                      9,226,979   9,540,472
     Accumulated Deficit                            (7,337,414) (7,541,784)
                                                      --------    --------

                                                     1,917,067   2,027,457

     Less: Cost of Shares in Treasury (600
      in 2003 and 3,300 in 2002)                       (14,145)    (74,730)
                                                      --------    --------

TOTAL SHAREHOLDERS' EQUITY                           1,902,922   1,952,727
                                                      --------    --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $ 7,298,664  $7,637,822
                                                      ========    ========






   The accompanying notes are an integral part of the financial
statements.
                              F-3
<PAGE>
<TABLE>
HOLOBEAM, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001

<CAPTION>
                                              2003           2002           2001

REVENUES
<S>                                       <C>            <C>            <C>
     Rental Income                         $ 2,053,703    $2,053,703     $2,053,703
     Interest Income                            17,219        13,805         47,354
     Gain on sale of fixed assets                    -         4,000          3,963
     Gain on sale of investments                13,630             -              -
     Loss on abandonment of patent
       application costs                       (60,052)            -              -
     Other income                                2,083             -              -
                                             ---------     ---------      ---------

TOTAL                                        2,026,583     2,071,508      2,105,020
                                             ---------     ---------      ---------


COSTS AND EXPENSES

     Rental Expense                            255,552       258,572        259,004
     General Expense                           828,081       895,350        879,812
     Interest Expense                          417,026       451,958        483,830
     Research and Development                  172,746       214,031        183,089
                                             ---------     ---------      ---------

TOTAL                                        1,673,405     1,819,911      1,805,735
                                             ---------     ---------      ---------

INCOME BEFORE INCOME TAXES                     353,178       251,597        299,285

INCOME TAX EXPENSE                             148,808        85,198        130,455
                                             ---------     ---------      ---------

NET INCOME                                   $ 204,370     $ 166,399      $ 168,830
                                             =========     =========      =========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                   275,642       287,518        290,960
                                             ---------     ---------      ---------

EARNINGS PER SHARE                       $         .74    $      .58    $       .58
                                             =========     =========      =========


</TABLE>










   The accompanying notes are an integral part of the financial
statements.
                               F-4
<PAGE>
<TABLE>
<PAGE>
HOLOBEAM, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
<CAPTION>
                                                               Additional
                                             Common Stock       Paid-In          Accumulated                    Treasury Stock
                                   Shares             Amount     Capital           Deficit          Shares              Amount
<S>                               <C>                <C>       <C>              <C>                <C>                <C>
BALANCE, SEPTEMBER 30, 2000        305,598            $30,559  $9,825,498        $(7,877,013)        13,251            $211,973

     Net Income                                                                      168,830

     Purchase of Treasury Stock                                                                       1,835              30,468
                                  --------            -------  ----------         ----------        -------            --------


BALANCE, SEPTEMBER 30, 2001        305,598             30,559   9,825,498         (7,708,183)        15,086             242,441

     Net Income                                                                      166,399

     Purchase of Treasury Stock                                                                       6,115             119,105

     Retirement of
     Treasury Stock                (17,901)            (1,790)   (285,026)                          (17,901)           (286,816)
                                  --------            -------  ----------         ----------        -------            --------

BALANCE, SEPTEMBER 30, 2002        287,697             28,769   9,540,472         (7,541,784)         3,300              74,730

     Net Income                                                                      204,370

     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)           600            $ 14,145
                                  ========            =======  ==========         ==========        =======            ========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
                                            F-5
<PAGE>
<PAGE>
HOLOBEAM, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001

                                                  2003      2002       2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                      $204,370  $168,399  $ 168,830
                                                 -------   -------   --------
Adjustments to Reconcile Net Income to Net Cash
 Provided by Operating Activities:
    Depreciation                                 219,866   216,888    209,890
    Amortization                                  41,108    55,535     54,638
    Patent and Patent Application Costs           (3,524)  (10,002)    (7,933)
    Gain on Sale of Fixed Assets                       -    (4,000)    (3,963)
    Gain on Sale of Investment                   (13,630)        -          -
    Loss on Abandonment of Patent
       Application Costs                          60,052         -          -

Increase (Decrease) in:
    Accounts Payable and Accrued Expenses         13,251   (28,126)   (15,659)
    Deferred Income Taxes                        (25,106)   10,186     13,394
    Deferred Rent                                 60,375         -          -
    Income Taxes Payable                          76,341         -          -

Decrease (Increase) in:
    Unbilled rents receivable                     62,764   (25,465)   (33,486)
    Accounts and Other Receivables                    84       (56)       (15)
    Interest Receivable                                -         -        713
    Prepaid Expenses                                (678)   21,546        720
    Prepaid Income Taxes                          41,094    (3,782)   (45,000)
                                                 -------   -------   --------

Total Adjustments                                531,999   288,976    173,299
                                                 -------   -------   --------

Net Cash Provided by Operating Activities        736,367   455,375    342,129
                                                 -------   -------   --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Short-term Investments              (290,779)        -          -
Capital Expenditures                              (4,214)  (49,082)   (39,320)
Sale of Short-Term Investments                   304,409         -    738,517
Sale of Capital Assets                                 -     4,000     11,100
                                                 -------   -------   --------

Net Cash Provided (Used) by Investing Activities   9,416   (45,082)   710,297
                                                 -------   -------   --------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on First Mortgage            (414,214) (379,609)  (347,895)
Purchase of Treasury Stock                      (254,175) (119,105)   (30,468)
                                                 -------   -------   --------

Net Cash Used by Financing Activities           (668,389) (498,714)  (378,363)
                                                 -------   -------   --------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                            77,394   (88,421)   674,063
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR                           836,042   924,463    250,400
                                                 -------   -------   --------

CASH AND CASH EQUIVALENTS AT END OF YEAR       $ 913,436 $ 836,042  $ 924,463
                                                 =======   =======   ========
SUPPLEMENTAL CASH FLOWS DISCLOSURES
Interest Paid                                  $ 420,048 $ 454,728 $ 486,368

Income Taxes Paid                             $   55,131  $ 78,799 $ 217,660

The accompanying notes are an integral part of the financial statements.
                                    F-6
<PAGE>
<PAGE>
 HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.  Nature of Operations

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

          b.  Depreciation and Amortization

              It is the policy of the Company to provide for
              depreciation and amortization of the building and
              equipment 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.

          c.  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.

          d.  Common Stock

              Each share of common stock is entitled to one vote.
              No such shares of common stock were reserved at
              September 30, 2003, 2002, or 2001.  On May 1, 2003,
              the Company retired 12,682 shares of Treasury Stock
              purchased between May 2002 and March 2003 at a cost
              $314,760.  On May 6, 2002, the Company retired 17,901
              shares of Treasury Stock purchased between 1998 and
              April of 2002 at a cost of $286,816.


                               F-7
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          e.  Statement of Cash Flows

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

          f.  Income Taxes

              Deferred income taxes are provided on temporary
              differences between financial statement and income
              tax bases of assets and liabilities.  Generally,
              deferred tax assets are recognized in the current
              period for the future benefit of net operating loss
              carry forwards and items for which income has been
              recognized for financial statement purposes, but will
              be included in future periods for tax purposes.
              Valuation allowances are established when necessary
              to reduce deferred tax assets to the amount expected
              to be realized.

          g.  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.

          h.  Use of Estimates

              The preparation of financial statements requires
              management to make estimates and assumptions that
              affect certain reported amounts and disclosures.
              Accordingly, actual results could differ from these
              estimates.

          i.  Short-Term 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".

              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.




                              F-8
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          j.  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.

NOTE 2.   INCOME TAXES
                                        2003     2002        2001
           Current taxes:
             Federal                $ 131,321   $70,952     $89,950
             State                     42,593     4,060      27,110
						---------   -------     -------
                 Total                173,914    75,012     117,060
                                    ---------   -------     -------
           Deferred taxes:
             Federal                  (21,340)    8,660      11,385
             State                     (3,766)    1,526       2,010
						---------   -------     -------
                 Total                (25,106)   10,186      13,395
						---------   -------     -------
        Provision for income taxes   $148,808   $85,198    $130,455
						=========   =======     =======

         The deferred tax assets and liabilities recorded on the
         balance sheet as of September 30, are as follows:
                                       2003       2002        2001
         Deferred tax liabilities:
           Federal                  $380,317   $401,657    $392,994
           State                      67,115     70,881      69,358
						--------    -------     -------
               Total                $447,432   $472,538    $462,352
          					========    =======     =======
         The sources of deferred income taxes for the years ended
         September 30, are as follows:
                                      2003      2002         2001

        Unbilled Rents Receivable $1,118,581 $1,181,345  $1,155,880
					     =========  =========   =========

        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:

                                           2003    2002    2001

        Federal statutory income tax rate   34%     34%     34%
        State tax provisions, net of
           federal benefits                  6       6       6
        Other                                2      (6)      4
                                            ---     ---     ---
        Effective income tax rate           42%     34%     44%
                                            ===     ===     ===
                               F-9
<PAGE>

HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES

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

                                           2003       2002       2001

          Buildings and building improvements:

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

          Accumulated
          depreciation                  2,526,400  2,326,441  2,126,482
						    ---------  ---------  ---------

          Net buildings and building
          improvements                $ 4,434,844 $4,634,803 $4,834,762
						    =========  =========  =========

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

              2004           $2,116,467         2009            $2,331,017
              2005            2,225,142         2010             1,497,842
              2006            2,225,142         2011             1,275,697
              2007            2,233,965         2012             1,067,573
              2008            2,331,017                         ----------
                                                Total          $17,303,862
                                                                ==========

          Net rental income consists of the following:

                                          2003        2002            2001

          Rental income              $2,053,703   $2,053,713     $2,053,703
          Depreciation expense         (199,960)    (199,959)      (199,959)
          Other expenses                (55,592)     (58,613)       (59,045)
                                     ----------    ---------      ---------
          Rental income, net        $ 1,798,151   $1,795,141     $1,794,699
                                      =========    =========      =========







                                F-10
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES (Continued)

          In 2003, 2002, and 2001, depreciation expense included all
          depreciation of the rental buildings and building
          improvements.

          a)  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 Company was responsible for funding certain
              improvements to the building pursuant to the lease
              agreement and incurred costs amounting to $3,567,276
              at September 30, 1993.  The Company reimbursed The
              Sports Authority, Inc. for such improvements and on
              February 5, 1993 the original lease was amended and
              the base rent was increased to reflect the improved
              condition of the building.

              The Company obtained additional mortgage financing
              totaling $7,500,000 in order to fund reimbursement to
              The Sports Authority, Inc.,  whose former parent
              company, K-Mart Corporation (K-mart Corporation is a
              public company  who recently filed for bankruptcy
              protection and announced that it will restate prior
              results) has guaranteed the incremental monthly rental
              payments over the remaining life of the lease.  (See
              Note 7).

              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

              In addition to the rent, the tenant is responsible for
              real estate taxes and other assessments as defined in
              the operating lease.

          b)  Tandy Corporation has constructed a 30,000 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.






                                F-11
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES (Continued)

          Costs associated with the 30,000 sq. ft. building are as
		follows:*

          Construction allowance paid to Tandy Corporation $1,189,675

          Costs incurred by the Company for use variance
          and site improvement (deferred until put in
          service at October 1, 1994)                         434,821

          Construction costs incurred through September 30,
           1994 (deferred until put in service at
           October 1, 1994)                                   964,505

          Construction costs incurred during 1995               3,512
                                                            ---------
          Total costs of 30,000 sq. ft. building occupied
            by Tandy Corporation.                          $2,592,513
                                                            =========
          (*)  Does not include costs of improvements incurred by the
          tenant.

          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 Tandy Corporation.
















                                F-12
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES (Continued)

          The following is a condensed summary of financial
          information on the above publicly  held companies:
                            Radioshack The Sports
                           Corporation  Authority   K-Mart
                             12/31/02  2/02/03     1/30/03
                      (In Millions)(In Thousands)(In Millions)
           Current assets     $ 1,707 $ 409,392 $   6,102
                               ------   -------   -------
           Total assets         2,228   609,008    11,238
                               ------   -------   -------
           Current liabilities    828   227,566     2,120
                               ------   -------   -------
           Total liabilities    1,500   392,131     2,924
                               ------   -------   -------
           Total stockholders'
             equity               728   216,877     8,314
                               ------   -------   -------
           Net sales            4,577 1,431,678    30,762
                               ------   -------   -------
           Cost of sales        2,339 1,030,275    26,258
                               ------   -------   -------
           Gross profit         2,238   401,403     4,504
                               ------   -------   -------
           Income (loss) before
            income taxes
            (continuing)          425    19,070    (2,745)
                               ------   -------   -------
           Income tax expense
	      (benefit)             162    40,599       (24)
                               ------   -------   -------
           Net income (loss)$     263$   59,669 $  (3,219)
                               ------   -------   -------

NOTE 4.   RESEARCH AND DEVELOPMENT

          Research and development expenses in the amount of $172,746
          in 2003, $214,031 in 2002, and $183,089 in 2001, were
          charged to operations and included in costs and expenses.

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
          2003, $11,400 in 2002 and $11,400 in 2001.

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, $214,031
          and $183,089 have been expended in connection with the
          surgical staple during 2003, 2002 and 2001, respectively.
                                F-13
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


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 next five (5) years is presented below:

              2004                 $5,126
              2005                  5,126
              2006                  5,126
              2007                  5,126
              2008                  5,126

          The combined balance outstanding for each debt issued at
          the end of 2003, 2002, and 2001 is as follows:
                                          2003         2002       2001
          First Mortgage on
          62,000 sq. ft. Building     $4,511,328   4,925,542  $5,305,151

          Less Current Portion           451,982     414,221     379,611
                                       ---------   ---------   ---------
          Long-Term Portion           $4,059,346  $4,511,321  $4,925,540
                                       =========   =========   =========
          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:

              2004            $451,982          2009    $699,136
              2005             493,181          2010     762,870
              2006             538,140          2011     338,095
              2007             587,197
              2008             640,727











                                F-14
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


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      407,647   54,677  154,936   198,034
                            -------   ------  -------   -------
          Balance 9/30/03  $304,513 $ 47,843 $124,648  $132,022
                            =======   ======  =======   =======

          Original Cost    $712,160 $102,520 $279,584  $330,056
          Accumulated
          Amortization      366,539   49,551  140,959   176,029
                            -------   ------  -------   -------
          Balance 9/30/02  $345,621  $52,969 $138,625  $154,027
                            =======   ======  =======   =======
NOTE 9.   DEFERRED SITE COST

          The Company incurred costs in connection with an application
          for a use variance and site improvements for the property
          owned by the Company at 50 A&S Drive, Paramus, New Jersey,
          adjacent to the building owned by the Company and leased to
          the Sports Authority, Inc.  Such costs amounting to $806,656
          have been considered to be part of the site cost and are
          included in fixed assets.

NOTE 10.  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 14).

NOTE 11.  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).
                                F-15
<PAGE>
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 12.  FINANCIAL REPORTING BY BUSINESS SEGMENTS

          The Company has 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 has three business segments as follows:

          Surgical Staples-Engaged in engineering and 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 in 2003.

          Electro-Optical-Engaged in engineering and development of
          equipment for the semi-conductor industry.  The company has
          discontinued efforts relating to the electro-optical segment
          of its business.

          Rental-Engaged in the 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 11).

          The accounting policies of the segments are the same as those
          described in the summary of significant 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.

          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.













                                F-16
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 12.  FINANCIAL REPORTING BY BUSINESS SEGMENTS (Continued)

                                                  Revenues

                                         2003       2002      2001
          Business Segments:
          Surgical Staples         $        -   $        -  $       -
          Electro-Optical                   -            -          -
          Real Estate Rental         2,017,720   2,053,703  2,053,703
          Other                         32,932      17,805     51,317
                                     ---------   ---------  ---------

              Total                 $2,050,652  $2,071,508 $2,105,020
                                     =========   =========  =========

                                             Income (Loss)

          Business Segments:             2003       2002       2001
          Surgical Staples        $   (172,746) $ (214,031)$ (183,089)
          Electro-Optical                    -           -          -
          Real Estate Rental         1,798,151   1,795,131  1,794,699
                                     ---------   ---------  ---------

              Total                  1,625,405   1,581,100 $1,611,610
                                     ---------   ---------  ---------
          General and Administrative
           Expenses                   (828,081)   (895,350)  (879,812)
          Interest Expense            (417,026)   (451,958)  (483,830)
          Other Income                 (27,120)     17,805     51,317
          Income Tax Expense          (148,808)    (85,198)  (130,455)
                                     ---------   ---------  ---------

              Total                 (1,421,035) (1,414,701)(1,442,780)
                                     ---------   ---------  ---------

          Net Income              $    204,370  $  166,399  $ 168,830
                                     =========   =========  =========

          Business Segments:                Identifiable Assets

                                        2003        2002       2001
          Surgical Staples       $           -  $   55,179 $   56,906
          Electro-Optical                    -       1,349      4,047
          Real Estate Rental         6,310,711   6,614,542  6,830,145
          Other                        987,953     966,752  1,040,727
                                     ---------   ---------  ---------

              TOTAL ASSETS         $ 7,298,664  $7,637,822 $7,931,825
                                     =========   =========  =========













                                 F-17
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 12.  FINANCIAL REPORTING BY BUSINESS SEGMENTS (Continued)

          Business Segments:              Capital Expenditures
                                        2003        2002        2001
          Surgical Staples         $         -  $        - $         -
          Electro-Opitical                   -           -           -
          Real Estate Rental                 -           -           -
          Other                          4,214      49,083      39,320
                                        ------     -------     -------
                                   $     4,214  $   49,083    $ 39,320
                                        ======     =======     =======

                                          Property and Equipment
          Business Segments                     Depreciation
                                        2003         2002       2001
          Surgical Staples         $         -  $        -    $      -
          Electro-Optical                    -           -           -
          Real Estate Rental           199,959     199,959     199,959
          Other                         19,908      16,929       9,931
                                       -------     -------     -------
                                      $219,867    $216,888    $209,890
                                       =======     =======     =======

                                            Intangible Assets
                                               Amortization
                                        2003        2002        2001
          Surgical Staples         $         -    $ 11,728    $ 10,831
          Electro-Optical                    -       2,698       2,698
          Real Estate Rental            41,108      41,109      41,109
          Other                              -           -           -
                                        ------     -------     -------
                                     $  41,108    $ 55,535    $ 54,638
                                        ======     =======     =======

NOTE 13.      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, 2003, 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.







                                F-18
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 14.  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.

                                                    2003     2002     2001
          Changes in benefit obligation:
           Benefit obligation at October 1     $1,925,510 $1,782,702 $1,126,448
           Service cost                           306,184    370,905    328,535
           Interest cost                          167,601    162,099    185,032
                                                ---------  ---------  ---------
           Benefit obligation at September 30  $2,394,295 $2,315,706 $1,640,015
                                                =========  =========  =========

                                                  2003       2002     2001
          Change in plan assets:
           Fair value of plan assets at
            October 1                          $1,810,644 $1,407,957 $1,014,185
           Company contributions                  334,764    398,584    341,103
           Actual return on plan assets           (49,318)     4,103     52,669
                                                ---------  ---------  ---------
           Fair value of plan assets at
            September 30,                      $2,096,090 $1,810,644 $1,407,957
                                                =========  =========  =========

          Funded status of Plan                $ (298,205) $(505,062) $(232,058)
           Unrecognized Net (Gain) Loss           177,071    396,204    159,063
                                                ---------  ---------  ---------

           (Accrued) or Prepaid Pension      $   (121,134) $(108,858) $ (72,995)
                                                =========  =========  =========

                                F-19
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 14.  PENSION PLAN (Continued)

          The net periodic pension cost for the year ended September
          30, includes the following components:
                                                   2003       2002      2001
          1.  Service cost - benefits earned
               during the period                 $306,184   $370,905   $328,535
                                                ---------  ---------  ---------
          2.  Interest cost on projected benefit
                obligation                        167,601    162,099    114,801
                                                ---------  ---------  ---------
          3.  Actual return on plan assets         49,318     (4,103)   (52,629)
                                                ---------  ---------  ---------
          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                   (176,063)   (94,454)   (18,364)
             d. Asset gain or (loss) deferred           -          -          -
                                                ---------  ---------  ---------
             e. Total                            (176,063)   (94,454)  $(18,364)
                                                ---------  ---------  ---------

           5.  Net periodic pension cost (credit) =
                (Item 1 + item 2 +
                 item 3 + item 4 (e)             $347,040   $434,447   $372,343
                                                =========  =========  =========

          The net periodic pension cost for 2003, 2002 and 2001 was
          determined based on a 7% discount rate and a long - term rate
          of return of 7% on plan assets.



















                                F-20
<PAGE>
HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


NOTE 15.  SUPPLEMENTAL QUARTERLY FINANCIAL DATA (UNAUDITED)

                       For the Fiscal Year Ended September 30, 2003

                               First    Second    Third      Fourth
                              Quarter   Quarter  Quarter     Quarter
           Total Revenues    $505,843  $531,467  $507,841   $481,432

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

           Income Before
           Extraordinary
            Items              50,021    67,758    64,226     22,365

           Weighted Average
           Number of Shares   278,277   274,985   271,242    274,492

           Earnings Per Share     .18       .25       .24        .08

           Net Income         $50,021   $67,758   $64,226    $22,365


                    For the Fiscal Year Ended September 30, 2002

                              First    Second    Third      Fourth
                             Quarter   Quarter  Quarter     Quarter

           Total Revenues    $501,718  $498,281  $499,095   $572,414

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

           Income Before
           Extraordinary
            Items              63,009    16,539    42,892     43,959

           Weighted Average
           Number of Shares   290,317   288,075   286,738    287,518

           Earnings Per Share     .22       .06       .15        .15

           Net Income         $63,009   $16,539   $42,892    $43,959










                                F-21
<PAGE>

<TABLE>
HOLOBEAM, INC.                                                                         SCHEDULE V

PROPERTY AND EQUIPMENT
SEPTEMBER 30, 2003, 2002 AND 2001
<CAPTION>
                                 Balance at                                           Balance at
                                  Beginning                                               End of
     CLASSIFICATIONS                 of Year            Additions  Retirements              Year



YEAR ENDED SEPTEMBER 30, 2001:
<S>                                  <C>             <C>          <C>                     <C>
Machinery and Equipment              $ 66,939        $     35,043 $     38,930            $ 63,052
Furniture and Fixtures                 20,633               4,277            -              24,910
                                     --------         -----------  -----------            --------
     TOTAL                           $ 87,572        $     39,320 $     38,930            $ 87,962
                                     ========         ===========  ===========            ========
YEAR ENDED SEPTEMBER 30, 2002:

Machinery and Equipment              $ 63,052            $ 46,444     $ 22,504            $ 86,992
Furniture and Fixtures                 24,910               2,638            -              27,548
                                     --------         -----------  -----------            --------
     TOTAL                            $87,962            $ 49,082     $ 22,504            $114,540
                                     ========         ===========  ===========            ========
YEAR ENDED SEPTEMBER 30, 2003:

Machinery and Equipment              $ 86,992            $  1,823     $      -            $ 88,815
Furniture and Fixtures                 27,548               2,391            -              29,939
                                     --------         -----------  -----------            --------
     TOTAL                           $114,540            $  4,214     $      -            $118,754
                                     ========         ===========  ===========            ========



</TABLE>
















The accompanying notes are an integral part of the financial statements.
                                F-22

<PAGE>
<TABLE>

                   HOLOBEAM, INC.          SCHEDULE VI

ACCUMULATED DEPRECIATION AND AMORTIZATION
PROPERTY AND EQUIPMENT
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001

<CAPTION>
                                   Balance at                                           Balance at
                                    Beginning                                               End of
     CLASSIFICATIONS                of Year             Additions  Retirements              Year

YEAR ENDED SEPTEMBER 30, 2001:
<S>                                  <C>             <C>           <C>                  <C>
Machinery and Equipment              $ 58,504           $   7,138   $  31,793            $  33,849
Furniture and Fixtures                  7,360               2,793           -               10,153
                                     --------         -----------  -----------            --------
     TOTAL                           $ 65,864            $  9,931  $   31,793             $ 44,002
                                     ========         ===========  ===========            ========
YEAR ENDED SEPTEMBER 30, 2002:

Machinery and Equipment              $ 33,849             $13,201  $    22,504            $ 24,546
Furniture and Fixtures                 10,153               3,727            -              13,880
                                     --------         -----------  -----------            --------
     TOTAL                           $ 44,002            $ 16,928  $    22,504            $ 38,426
                                     ========         ===========  ===========            ========
YEAR ENDED SEPTEMBER 30, 2003:

Machinery and Equipment              $ 24,546           $  16,328     $      -            $ 40,874
Furniture and Fixtures                 13,880               3,580            -              17,460
                                     --------         -----------  -----------            --------
     TOTAL                           $ 38,426             $19,908     $      -            $ 58,334
                                     ========         ===========  ===========            ========



</TABLE>














The accompanying notes are an integral part of the financial statements.
                                F-23

<PAGE>


   HOLOBEAM, INC.                                             SCHEDULE X

SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001


                                        2003       2002                2001

Maintenance and Repairs          $          -    $         -        $      -
                                      =======     ==========         =======
Depreciation and Amortization of
 Intangible Assets                    $41,108       $ 55,535        $ 54,638
                                      =======     ==========         =======

Taxes, Other than Payroll and
 Income Tax
 Franchise                           $ 10,060       $ 10,060       $  10,620
 Real Estate                                -              -               -
 Other                                    213            213              58
                                      -------     ----------         -------
                                      $10,273       $ 10,273         $10,678
                                      =======     ==========         =======
Royalties                        $          -      $       -        $      -
                                      =======     ==========         =======
Advertising                         $       -      $       -        $    189
                                      =======     ==========         =======




























     The accompanying notes are an integral part of the financial statements.
                                F-24

<PAGE>
<TABLE>
HOLOBEAM, INC.                         SCHEDULE XI

REAL ESTATE AND ACCUMULATED DEPRECIATION
SEPTEMBER 30, 2003

<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  1,933,667 1958 1971 3 to 40
                                                                                                                  years

Building II
 Paramus, NJ            0        0  2,592,513          0   0        0  2,592,513  2,592,513    592,733 1995 1995 30 Years
                ---------  -------  ---------  ---------  --  -------  ---------  ---------  ---------

               $4,511,328 $391,967 $3,311,394 $3,710,655 $ 0 $452,772 $6,961,244 $7,414,016 $2,526,400
                =========  =======  =========  =========  ==  =======  =========  =========  =========
</TABLE>

<TABLE>
<CAPTION
(1)Activity for the three years                            (2)Activity for the three years
   ended September 30, 2003 is                              ended September 30, 2003 is
   as follows:         2003     2002      2001              as follows:             2003      2002       2001

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            $2,326,441 $2,216,482 $1,926,523
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:        $2,526,400 $2,326,441 $2,126,482
  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, 2003 is $7,414,016.

The accompanying notes are an integral part of these financial statements.
                                                  F-25

<PAGE>

<TABLE>
HOLOBEAM, INC.                                                                       SCHEDULE XII

MORTGAGE LOANS ON REAL ESTATE
SEPTEMBER 30, 2003

<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 $  900,567  None

Mortgage Payable
   Building and Improvements     8.77%   February 5, 2011 $56,328   None  $6,000,000 $3,610,761  None
                                                                                      ---------
                                                                                     $4,511,328
                                                                                      =========

</TABLE>
Activity for the three
   years ended September 30,
   2003 is as follows:
                                     2003        2002        2001
Balance at Beginning of Year     $4,925,542  $5,305,152  $5,653,046

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

                                  4,925,542   5,305,152   5,653,046

Deductions During Year:
  Principal Payments                414,214     379,610     347,895
  Mortgage Payments                       0           0           0
                                  ---------   ---------   ---------
Balance at End of Year           $4,511,328  $4,925,542  $5,305,151
                                  =========   =========   =========

(1) The cost for Federal income tax

   Purposes at 9/30/03 $4,511,328


The accompanying notes are an integral part of these financial statements.
                                                   F-26

<PAGE>