SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





[x]         ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d)


OF
      THE SECURITIES EXCHANGE ACT OF 1934
      [NO FEE REQUIRED]





For
      the
      fiscal year ended March 31, 2007





[  ]           TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES  EXCHANGE
      ACT OF
      1934 [NO FEE REQUIRED]





Commission
                File No. 000-28789WOM,
                Inc(Name
                of small business issuer in its charter)





New
                York
              (State
                or other jurisdiction
              of
                incorporation or organization
            
            
            14-1818862
              (I.R.S.
                Employer
              Identification
                Number)1151
                Flatbush RoadKingston,
                New York
            
            
            12401(Address
                of principal executive offices)
            
            
            Zip
                Code





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


Securities
      registered pursuant to Section 12(b) of the Act: None


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


Common
      Stock, par value $.01 per share


(Title
      of
      Class)





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





[X]
      Yes      [  ] No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [ ]


{00346993.DOC;2}


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).[X]
      Yes      [  ] No





The
      issuer's revenues for its most recent fiscal year is $0.00.





As
      of
      June 29, 2007, 118,436 shares of Common Stock were outstanding. The aggregate
      market value of the shares held by non-affiliates of the issuer is not
      determinable because the shares are not traded on any exchange or automated
      quotation system.


{00346993.DOC;2}


**PART
      I**





**Item
      1.                   Business**





Capitalized
      terms used without being
      defined in the items set forth below shall have the meanings ascribed to such
      terms by the “Glossary” which appears immediately following the financial
      statements included in this report.





*Summary
      - Non Operating Company*





We
      do not have any business activities,
      do not intend to engage in any business activities and accordingly we do not
      expect to have any future revenues or profits. Our principal assets consist
      of
      our interests in the Bansbach Litigation. Because we are not engaged in any
      business activity, these assets are our only possible source of revenues. These
      assets will not generate any revenues to us unless there is a settlement or
      final judgment in favor of the plaintiff in the Bansbach Litigation. Because
      the
      Bansbach Litigation is a shareholder derivative action brought on behalf of
      Old
      Besicorp and as a result of the Prior Contribution Agreement and the
      Contribution Agreement, Old Besicorp's assets relating to the Bansbach
      Litigation -- including the right to any settlement or judgment -- have been
      assigned to us, all proceeds of any settlement or judgment will be delivered
      to
      us, not Mr. Bansbach.





On
      account of our very limited
      activities, we have no full-time employees and no offices. We are not
      compensating our officers and directors, for the services they render on our
      behalf though they may receive compensation for such services from
      Besicorp.  Besicorp agreed in the Contribution Agreement to provide us
      with the services of its employees and to allow us to use its offices free
      of
      charge to the extent that we determine they are reasonably necessary and for
      so
      long as we shall seek such services and the use of such offices. We have no
      suppliers, no customers, and, except for our interest in the Bansbach
      Litigation, we are not parties to any litigation.





*Background
      of WOM and the Bansbach Litigation*





We
      were organized in December
      1999****to acquire Besicorp's interests in the Bansbach
      Litigation; it was desired that we acquire these interests so that Besicorp
      could comply with the intent of the Prior Merger Order. The Prior Merger Order
      required Old Besicorp to assign to Besicorp the interests of Old Besicorp in
      the
      Bansbach Litigation and the Lichtenberg Litigation so that the Bansbach
      Litigation and the Lichtenberg Litigation could be maintained following the
      Prior Merger. Besicorp organized us and assigned to us, pursuant to the
      Contribution Agreement, the interest in the Bansbach Litigation that Old
      Besicorp had assigned to Besicorp pursuant to the Prior Merger Order so that
      the
      Bansbach Litigation may be maintained after the Merger. If Besicorp had not
      effected the Spin-Off, consummation of the Merger would have caused the
      plaintiff in the Bansbach Litigation to lose his status as a shareholder of
      Besicorp, and therefore would have caused him to lose his right to prosecute
      the
      Bansbach Litigation. The Lichtenberg Litigation was not assigned to us because
      the complaint in the Lichtenberg Litigation had been dismissed.





The
      Bansbach Litigation is a
      shareholder derivative action that was commenced in August 1997 by John Bansbach
      who was seeking to recover (i) certain legal fees and expenses paid by Old
      Besicorp to or on behalf of certain officers and directors of Old Besicorp
      in
      connection with the


Proceeding
      and (ii) fees and expenses paid by Old Besicorp for its own defense. The
      Proceeding is an action that was brought in the United States District Court
      for
      the Southern District of New York in connection with contributions to the 1992
      election campaign of Congressman Maurice Hinchey. In connection with the
      Proceeding, in June 1997, Old Besicorp and the late Michael F. Zinn (then the
      Chairman of the Board, President and Chief Executive Officer of Old Besicorp
      and
      now deceased), each entered a guilty plea pursuant to a plea bargain to one
      count of causing a false statement to be made to the Federal Election Commission
      and one count of filing a false tax return. As a result of such pleas, Old
      Besicorp was fined $36,400, and Mr. Zinn was fined $36,673 and sentenced to
      a
      six-month term of incarceration (which commenced in November 1997 and was
      completed), and a two-year term (which commenced in May 1998 and was terminated
      before the scheduled end of the term) of supervised release
      thereafter.





Old
      Besicorp paid certain legal
      expenses incurred on its own behalf and by certain officers and directors in
      connection with the Proceeding. The amounts paid by Old Besicorp on behalf
      of
      Michael F. Zinn in connection with the Proceeding were approximately $339,000.
      Old Besicorp also reimbursed him for the legal fees and expenses (approximately
      $39,000) which had been incurred by third parties in connection with the
      Proceeding and which had been paid by him. In addition, Old Besicorp paid
      additional legal fees and disbursements of approximately $743,000 incurred
      in
      connection with the Proceeding by Old Besicorp, certain directors, officers,
      and
      employees and their spouses who were defendants or actual or potential witnesses
      in this matter.





In
      August 1997, after Old Besicorp and
      Mr. Zinn had entered their pleas, Mr. Bansbach commenced the Bansbach
      Litigation. Old Besicorp was named as a nominal defendant in this shareholder
      derivative action and the other named defendants either were officers and/or
      directors of Old Besicorp at the time of the alleged acts (or omissions) for
      which the plaintiff sought relief or became officers and/or directors of Old
      Besicorp afterwards. The plaintiff sought to hold the defendants other than
      Old
      Besicorp liable to Old Besicorp for:





·
            all
                sums advanced to or on behalf of Michael F. Zinn in connection with
                his
                defense of the Proceeding;







·
            all
                sums advanced to or on behalf of Michael Daley, who at the time of
                the
                Proceeding was the Vice-President, Chief Financial Officer and Corporate
                Secretary of Old Besicorp and was subpoenaed for information in connection
                with the Proceeding;




·
            all
                legal expenses, costs and fines incurred by Old Besicorp itself in
                connection with the Proceeding;




·
            all
                harm to Old Besicorp's reputation and goodwill resulting from the
                Proceeding;




·
            punitive
                damages; and




·
            plaintiff's
                attorneys' fees, costs and
                expenses.




The
      complaint in the Bansbach
      Litigation was dismissed by the Appellate Division, Third Department in a
      unanimous decision in May 2002. The plaintiff's motion to the Appellate
      Division, Third Department seeking: (a) leave to file an amended complaint;
      (b)
      reargument of the decision


dismissing
      the complaint; and (c) leave to appeal to the Court of Appeals was denied in
      August 2002. In January 2003 the Court of Appeals granted Plaintiff's motion
      for
      leave to appeal to the Court of Appeals. In a decision dated October 30, 2003,
      the New York Court of Appeals modified the decision of the Appellate Division,
      Third Department, by reinstating the Order of the Supreme Court, Ulster County,
      which had granted summary judgment as to liability only against Michael Zinn.
      The Court of Appeals remitted the case to the Supreme Court for further
      proceedings. Zinn's motion for reargument was denied by the New York Court
      of
      Appeals in an order dated January 8, 2004. In February 2004, Zinn filed a motion
      in the Supreme Court to renew his opposition to plaintiff's prior motion for
      summary judgment on the basis of evidence that was not available to Zinn at
      the
      time that the motion for summary judgment was granted. Zinn's motion for renewal
      was denied in an order dated July 9, 2004. The decision denying Zinn's motion
      for renewal was affirmed by the Appellate Division, Third Department, in a
      memorandum and order dated July 7, 2005. The estate of Michael Zinn (the
“Estate”) has been substituted into this action as a party
      defendant.  After discovery was completed, plaintiff and the
      individual defendants other than the Estate filed cross-motions for partial
      summary judgment.  By a Decision and Order, dated May 7, 2007, the
      Court denied both cross motions in all respects.  Trial was scheduled
      to commence on May 16, 2007.  On May 8, 2007, the parties reached an
      agreement in principle to settle this action based on a payment to WOM by the
      other defendants in the total amount of $1,025,000.00.  The parties
      are engaged in preparing definitive settlement documentation.  As to
      be directed by the Court, written notice of the settlement will be provided
      to
      WOM’s shareholders and a hearing will be scheduled to obtain Court approval of
      the settlement.





On
      March 1, 1999, Old Besicorp
      distributed proxy materials for a special meeting of its shareholders to adopt
      the Prior Plan of Merger. The meeting was scheduled for March 19, 1999, and
      it
      was contemplated that if the Prior Plan of Merger was approved by Old Besicorp
      shareholders the Prior Merger would occur shortly afterwards. Effectuation
      of
      the Prior Merger would adversely affect the Bansbach Litigation and the
      Lichtenberg Litigation.





On
      March 5, 1999, James Lichtenberg and
      Mr. Bansbach commenced the March Litigation by filing the March Complaint in
      the
      United States District Court for the Southern District of New York. The March
      Complaint alleged that:





·
            the
                proxy statement sent to Old Besicorp's shareholders in connection
                with the
                meeting of Old Besicorp's shareholders to adopt the Prior Plan of
                Merger
                was materially misleading because it failed to adequately disclose
                all
                available material information regarding the effect of the Prior
                Merger on
                the Derivative Litigation, i.e., the Bansbach Litigation and the
                Lichtenberg Litigation;




·
            the
                Prior Merger was intentionally structured to accomplish the termination
                of
                the Derivative Litigation; and




·
            Old
                Besicorp and its directors breached their fiduciary duty by (a)
                intentionally structuring the Prior Merger so as to cause the termination
                of the Derivative Litigation, (b) failing to retain independent counsel
                to
                act on behalf of Old Besicorp's minority shareholders, (c) failing
                to
                retain an independent investment banker to opine on the fairness
                of the
                Prior Merger to Old Besicorp's minority shareholders, (d) failing
                to form
                an independent committee to ensure that the Prior Merger was fair
                to and
                in the best interests of Old Besicorp's minority shareholders, and
                (e)
                providing for a $1 million bonus to Mr. Zinn and a $500,000 bonus
                to Mr.
                Daley, which the March Complaint deemed to be excessive and/or unwarranted
                compensation.




The
      March Complaint asserted four
      claims for relief: (i) a claim against Old Besicorp and the March Director
      Defendants under section 14(a) of, and Rule 14a-9 promulgated pursuant to,
      the


Exchange
      Act; (ii) a claim against the March Director Defendants under section 20(a)
      of
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) a
      claim against the March Director Defendants for breach of fiduciary duty; and
      (iv) a claim against BGI Parent and BGI Acquisition for aiding and abetting
      the
      alleged breach of fiduciary duty. The March Complaint sought unspecified money
      damages and:





·
            injunctive
                relief directing full disclosure of the financial impact on Old Besicorp's
                shareholders of the termination of the Derivative
                Litigation;




·
            full
                disclosure of the alleged intentional structuring of the Prior Merger
                to
                cause the termination of the Derivative
                Litigation;




·
            an
                order directing that:




(i)  the
      Derivative Litigation be transferred to Besicorp,





(ii)
            the
                Prior Merger Consideration payable to Mr. Zinn and two former directors
                and executive officers of Old Besicorp, Mr. Enowitz and Steven I.
                Eisenberg, for their shares of Old Besicorp's common stock (which
                were
                subject to the Lichtenberg Litigation) be held in escrow,
                and





(iii)
            certain
                amounts at issue in the Bansbach Litigation be held in escrow pending
                final adjudication of the respective
                actions.





It
      is anticipated that the settlement
      of the Bansbach Litigation will result in the March Litigation being
      dismissed.





On
      March 18, 1999, the District Court
      entered the Prior Merger Order which principally required Old Besicorp to assign
      the contingent assets and/or liabilities comprising Old Besicorp's interests
      in
      the Derivative Litigation to Besicorp before the Prior Merger. The Prior
      Contribution Agreement effected Old Besicorp's assignment of the contingent
      assets and/or liabilities comprising Old Besicorp's interests in the Derivative
      Litigation to Besicorp. In February 2002, the United States Court of Appeals
      for
      the Second Circuit affirmed the District Court's issuance of the Prior Merger
      Order.





*Certain
      Effects of the Transfer of Bansbach Litigation to WOM*








Pursuant
      to the Contribution Agreement,
      we have been assigned the contingent assets comprising Old Besicorp's interests
      in the Bansbach Litigation that Besicorp received from Old Besicorp as a result
      of the Prior Merger Order. Management believes that these contingent assets
      generally consist of any recovery to which Old Besicorp would be entitled as
      a
      result of the resolution of the Bansbach Litigation. However, we are under
      no
      obligation to prosecute the action or to assist the plaintiff, financially
      or
      otherwise, in his prosecution of the Bansbach Litigation and we have no
      intention of providing any assistance to the plaintiff. We do, however, intend
      to defend ourselves from liability to the extent we deem
      appropriate.





Pursuant
      to the Contribution Agreement,
      we have also assumed the contingent liabilities comprising Old Besicorp's
      interests in the Bansbach Litigation that Besicorp received from Old Besicorp
      as
      a result of the Prior Merger Order. Management believes that these contingent
      liabilities


generally
      consist of any damages for which Old Besicorp would be liable as a result of
      the
      resolution of the Bansbach Litigation. Therefore we intend to defend ourself
      from liability to the extent we deem appropriate. Reimbursements for the costs
      of defending ourself will be sought from the Escrow Fund. In addition, if we
      are
      required to pay damages, we expect to seek the money to pay such damages from
      the Escrow Fund unless such reimbursement is prohibited; if any of the other
      defendants in the Bansbach Litigation are required to pay damages we anticipate
      that we will indemnify them and seek the money for such indemnification from
      the
      Escrow Fund to the extent permitted. However, there can be no assurance that
      such amounts will be available from the Escrow Fund or that WOM will be entitled
      to receive any such monies from the Escrow Fund.





Since
      the Bansbach Litigation is a
      shareholder derivative action, if damages are paid by us or any other defendant,
      we should be the recipient. However, monies may be deducted for the fees and
      expenses of the plaintiff's attorneys. It is likely that if we receive any
      amounts, these amounts will be distributed to the holders of WOM Common Stock
      (except to the extent a court otherwise orders) shortly afterward and that
      we
      will then be liquidated. In addition, if at any time the Bansbach Litigation
      is
      decided in favor of the defendants it is anticipated that we will be
      liquidated.





*The
      Contribution Agreement*





Pursuant
      to the Contribution Agreement,
      Besicorp transferred to us the interests in the Bansbach Litigation it had
      received from Old Besicorp as a result of the Prior Merger Order; however,
      we
      will be required to return such interests if a Prior Merger Order Reversal
      occurs. As a result of the Contribution, we - not Besicorp - will be entitled
      to
      any proceeds if there is a judgment or settlement in favor of the plaintiff;
      and
      we - not Besicorp - will be liable for any damages for which the subject
      corporation is liable. See “ - Certain Effects of the Transfer of the Bansbach
      Litigation to WOM.”





In
      addition, pursuant to the
      Contribution Agreement, Besicorp caused the Escrow Agreement to be amended
      (i)
      to permit us to receive up to $35,000 annually from the Escrow Fund to cover
      our
      reasonable expenses in connection with maintaining our existence, complying
      with
      the Exchange Act and the rules and regulations promulgated thereunder, and
      such
      other matters as may be reasonably necessary to permit the Bansbach Litigation
      to continue and (ii) to provide that the costs of the Bansbach Litigation will
      still be covered by the Escrow Agreement following the Spin-Off.








Also,
      pursuant to the Contribution
      Agreement, Besicorp agreed to provide us free of charge with the services of
      Besicorp's employees and the use of its offices to the extent that we determine
      they are reasonably necessary and for so long as we shall seek such services
      and
      the use of such offices.





We
      may also be affected, directly or
      indirectly, by the Indemnification Agreement and the Escrow Agreement, inasmuch
      as the implementation of these agreements may determine the amount available
      from the Escrow Fund to pay WOM Costs and the ability of WOM to fund the payment
      of these costs. Set forth below is a summary of the material provisions of
      these
      agreements.





*The
      Indemnification Agreement*





The
      Indemnification Agreement that was
      entered into at the time of the Prior Merger provides that Besicorp will
      generally indemnify the Purchaser Indemnitees against and from all damages
      sustained or incurred by any Purchaser Indemnitee as a result of, or arising
      out
      of, by virtue of, or in connection with:





·
            any
                inaccuracy in or breach of any representation and warranty made by
                Old
                Besicorp in the Prior Plan of Merger or in any closing document delivered
                in connection with the Prior Plan of
                Merger;




·
            any
                breach by Old Besicorp of, or failure by Old Besicorp to comply with,
                any
                of its covenants or obligations under the Prior Plan of Merger or
                under
                the Indemnification Agreement;




·
            the
                existence of any liability or other obligation of Old Besicorp as
                of March
                22, 1999 or****arising out of or relating to the Prior
                Merger or any claim against a Purchaser Indemnitee with respect to
                any
                such liability or obligation other than certain permitted liabilities,
                including, without limitation, liability on account of taxes payable
                by
                Old Besicorp or for which Old Besicorp is
                liable;




·
            the
                failure of Besicorp to pay and discharge in full when due any of
                its
                liabilities, including liability on account of taxes other than such
                permitted liabilities;




·
            any
                claims for indemnification by current or former officers, directors,
                employees, agents or consultants of Old
                Besicorp;




·
            any
                third party claim (which includes the Existing Litigation) to the
                extent
                it arises out of or relates to any action or inaction of, or the
                conduct
                of the business of Old Besicorp on or prior to March 22,
                1999****other than such permitted
                liabilities;




·
            any
                violation of, or delinquency with respect to, any order or arbitration
                award or statute, or regulation in effect on or prior to March 22,
                1999****or of any agreement of Old Besicorp with, or
                any license, permit or environmental permit granted to Old Besicorp
                by any
                federal, state or local governmental authority to which the properties,
                assets, personnel or business activities of Old Besicorp are subject
                (or
                to which Old Besicorp is subject) as it relates to the properties,
                assets,
                personnel or business activities of Old
                Besicorp;







·
            certain
                environmental matters;




·
            certain
                matters relating to employee pension benefit plans of Old
                Besicorp;




·
            any
                federal or state taxes imposed upon Old Besicorp, or for which Old
                Besicorp is liable, with respect to any taxable period or portion
                of a
                taxable period ending on or prior to March 22,
                1999****other than a permitted
                liability;




·
            litigation
                against Old Besicorp pending or threatened as of March 22, 1999;
                and any
                claims, investigations, proceedings, actions or lawsuits asserted
                or
                initiated before or after March 22, 1999****arising out
                of or in connection with pre-closing occurrences involving Old
                Besicorp.




The
      payment of any damages to which the
      Purchaser Indemnitees are entitled pursuant to the Indemnification Agreement
      will first be satisfied from the Escrow Fund, subject to the terms of the Escrow
      Agreement, until the Escrow Fund has been reduced to zero and thereafter will
      be
      satisfied by Besicorp directly. We are not a party to the Indemnification
      Agreement. However, even though we have no obligations under the Indemnification
      Agreement and are entitled to no benefits under the Indemnification Agreement,
      we are affected by the Indemnification Agreement: to the extent that money
      is
      released from the Escrow Fund pursuant to the Indemnification Agreement, the
      amount of money available to us under the Escrow Agreement will be
      reduced.





*Escrow
      Agreement*





In
      connection with the Prior Merger,
      Old Besicorp deposited $6.5 million into the Escrow Fund pursuant to the Escrow
      Agreement. (As of May 31, 2007, there was approximately $2.15 million in assets
      in the Escrow Fund consisting of principal and accrued interest on a
      subordinated note with an entity related to us through common ownership and
      control).  The Escrow Fund initially served to fund claims for BGI
      Monitoring Costs, BGI Indemnity Claims and Litigation Costs, which included
      the
      Bansbach Litigation. Therefore, in order to provide that the Bansbach Litigation
      would continue to be covered by the Escrow Fund after the Spin-Off, the Escrow
      Agreement was amended by the Escrow Agreement Amendment (effective as of the
      Spin-Off): to provide, (i) by funding claims for WOM Costs, that we shall be
      provided from the Escrow Fund with our reasonable expenses (up to $35,000 per
      annum) in connection with maintaining our existence, complying with the Exchange
      Act and the rules and regulations promulgated thereunder, and such other matters
      as may be reasonably necessary to permit the Bansbach Litigation to continue
      and
      (ii) that the Bansbach Litigation will still be covered by the Escrow Agreement
      following the Spin-Off. In addition, BGI Parent remains entitled to
      reimbursement for BGI Monitoring Costs and BGI Indemnity Claims and Besicorp
      remains entitled to reimbursement for Litigation Costs.





Therefore,
      reimbursement from the Escrow Fund is available for the following:





·
            BGI
                Monitoring Costs which are BGI Parent's out-of-pocket expenses (not
                to
                exceed $40,000 per year) incurred if it is represented by counsel
                with
                respect to:




(i)
            the
                Besicorp Assumed Matters (which are certain litigations specified
                in the
                Indemnification Agreement and other matters to be prosecuted or defended
                by Besicorp pursuant to the Indemnification Agreement)
                and




(ii)
            the
                Bansbach Litigation;







·
            BGI
                Indemnity Claims which are all claims for indemnity made by BGI Parent
                pursuant to the Indemnification Agreement, including any claims of
                BGI
                Parent with respect to the Besicorp Assumed Matters arising from
                the
                failure of Besicorp to diligently prosecute or defend such Besicorp
                Assumed Matters, BGI Monitoring Costs and any payment of fees and
                expenses
                of the payment agent pursuant to the Prior Plan of
                Merger;




·
            Litigation
                Costs which are costs and expenses relating
                to:




(i)
            Besicorp
                Assumed Matters;




(ii)
            litigation
                arising out of or relating to any such Besicorp Assumed
                Matters;




(iii)
            indemnification
                of claims against Old Besicorp's directors and officers (prior to
                the
                Prior Merger) for actions in their official capacity preceding the
                date of
                the Prior Merger; and




(iv)
            matters
                arising out of or relating to the Prior Merger;
                and




·
            WOM
                Costs which are:




(i)
            reasonable
                expenses incurred by Besicorp or WOM in connection with (a) the formation
                of WOM, (b) the Spin-Off (including the cost of distributing the
                shares of
                WOM's Common Stock (including the fees and expenses of Continental)
                and
                (c) the preparation and filing of the Registration
                Statement,




(ii)
            WOM's
                reasonable expenses (up to $35,000 per annum) (a) to maintain its
                existence, (b) to comply with the Exchange Act and the rules and
                regulations promulgated thereunder, and (c) for such other matters
                as may
                be reasonably necessary to permit the Bansbach Litigation to continue,
                and







(iii)
            WOM's
                costs and expenses relating to (a) the Bansbach Litigation, and (b)
                litigation arising out of or relating to the Bansbach Litigation,
                the
                Spin-Off and WOM's existence.




As
      a result of the Escrow Agreement
      Amendment, the Escrow Agent will disburse Escrow Funds upon request (i) to
      BGI
      Parent, with respect to BGI Indemnity Claims or BGI Monitoring Costs, (ii)
      to
      us, with respect to WOM Costs and (iii) to Besicorp, with respect to Litigation
      Costs, unless any other party to the Escrow Agreement objects. If a party to
      the
      Escrow Agreement objects, the Escrow Agent will disburse such funds only in
      accordance with the Escrow Fund Determination Procedure. Besicorp and WOM agreed
      not to unreasonably withhold its consent to a request by BGI Parent for payment
      of BGI Indemnity Claims, BGI Parent and WOM agreed not to unreasonably withhold
      consent for payment of Litigation Costs and BGI Parent and Besicorp agreed
      not
      to unreasonably withhold consent for the payment of WOM Costs.





Though
      the terms of the Escrow
      Agreement provided that the remaining proceeds of the Escrow Fund be released
      to
      Besicorp, subject to the satisfaction of certain conditions, after March 22,
      2004, as those conditions have not been satisfied, such proceeds have not been
      released.  No assurance can be given that any proceeds will ever be
      released.





*Available
      Information*





Under
      the Exchange Act, we are required to file annual, quarterly and current reports,
      proxy and information statements and other information with the Securities
      and
      Exchange Commission (the “SEC”). You may read and copy any document we file with
      the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W.,
      Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
      information about the public reference room. The SEC maintains a web site at
      http://www.sec.gov that contains reports, proxy and information statements,
      and
      other information regarding issuers that file electronically with the SEC.
      We
      file electronically with the SEC.








**Item
      2.                                Description
      of Property**





We
      do not own any real property.
      Pursuant to the Contribution Agreement, Besicorp agreed to allow us to use
      its
      offices without charge. These offices are sufficient for our
      requirements.





**Item
      3.                     Legal
      Proceedings**





Other
      than the Bansbach Litigation, we
      are not a party to any legal proceedings.  The description of the
      Bansbach Litigation set forth under “Item 1. Business - Background of WOM and
      the Bansbach Litigation” is incorporated herein by this reference.





We
      are dependent upon the availability
      of funds from the Escrow Fund for the reimbursement of the WOM Costs. Our
      ability to obtain reimbursement for these costs may be limited to the extent
      Besicorp or other third parties obtain money from the Escrow Fund thereby
      reducing the funds available to pay WOM Costs. Besicorp may draw on the Escrow
      Fund principally to:





·
            satisfy
                its obligations pursuant to the Indemnification Agreement whereby
                it
                agreed to indemnify the Prior Merger Parties for damages relating
                to
                various matters including, breaches of the Prior Merger Agreement
                and
                substantially all of Old Besicorp's litigation that was pending at
                the
                time of the Prior Merger, and




·
            satisfy
                certain other obligations relating principally to certain lawsuits
                that
                Besicorp assumed from Old Besicorp pursuant to the Prior Contribution
                Agreement.







Other
      persons may also be entitled to
      payments from the Escrow Funds. See “Item 1. Business - Escrow Agreement”.
      Because the assets in the Escrow Fund consist wholly of a non-liquid asset
      (i.e.
      the principal and accrued interest on a subordinated note), the Escrow Fund’s
      assets may be insufficient to pay current and future WOM Costs.  See
“Item 6.  Management’s Discussion and Analysis or Plan of Operations –
Liquidity and Capital Resources and Off Balance Sheet
      Arrangements”.





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


Not
      applicable.


**PART
      II**


**Item
      5.                      Market
      for Common Equity, Related Stockholder Matters and Small Business Issuer of
      Purchases of Equity Securities.**





There
      is currently no existing trading
      market for WOM Common Stock. We have not applied for and currently do not intend
      to apply for listing of the WOM Common Stock on an Exchange. We have never
      declared or paid any cash dividends on the WOM Common Stock and do not
      anticipate cash dividends in the foreseeable future.





**Item
      6.                      Management's
      Discussion and Analysis or Plan of Operations**





*Forward**-**Looking
      Information*





The
      discussion below includes or may
      include certain forward-looking statements that involve risks and uncertainties
      that concern our financial position, projected costs and plans and objectives
      of
      management for future operations as well as other statements including words
      such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” and
      other similar expressions.  Although we believe our expectations
      reflected in such forward-looking statements are based on reasonable
      assumptions, you are cautioned that we cannot assure you that such expectations
      will prove correct and that actual results and developments may differ
      materially from those conveyed in such forward-looking statements. Important
      factors that could cause actual results to differ materially from the
      expectations reflected in the forward-looking statements herein
      include:





·
            costs
                or difficulties related to our ability to fund our operations from
                the
                Escrow Fund;




·
            the
                time it takes to resolve the Bansbach Litigation;
                and




·
            the
                outcome of the Bansbach Litigation.




These
      forward-looking statements speak
      only as of the date on which they are made and we are not undertaking any
      obligation to update any forward-looking statement to reflect events or
      circumstances after the date of this report. If we do update or correct one
      or
      more forward-looking statements, you should not conclude that we will make
      additional updates or corrections with respect thereto or with respect to other
      forward-looking statements.





*Results
      of Operations*





As
      indicated previously, we are not
      engaged in any business activities nor do we intend to engage in any such
      activities and accordingly we do not expect to have any future revenues or
      profits. Our expenses generally will be limited to the expenses incurred in
      preparing documents required to be filed by public companies, the expense of
      distributing materials to shareholders and the transfer agent's fees as well
      as
      the costs associated with defending the Bansbach Litigation. These expenses
      will
      generally be paid directly from the Escrow Fund and will not be reflected on
      our
      financial statements. We have no full-time employees and no offices; Besicorp
      agreed in the Contribution Agreement to provide us with the services of its
      employees and to allow us to use its offices free of charge to the extent that
      we determine they are reasonably necessary and for so long as we shall seek
      such
      services and the use of such offices.





Our
      principal assets consist of our
      interests in the Bansbach Litigation. These contingent assets comprise Old
      Besicorp's interests in the Bansbach Litigation that Besicorp received from
      Old
      Besicorp as a result of the Prior Merger Order. We believe that these contingent
      assets generally consist of any recovery to which Old Besicorp would be entitled
      as a result of the resolution of the Bansbach Litigation. (However, we are
      under
      no obligation to prosecute the action or to assist the plaintiff, financially
      or
      otherwise, in his prosecution of the Bansbach Litigation and we have no
      intention of providing any assistance to the plaintiff).  Because we
      are not engaged in any business activity, these assets are our only possible
      source of revenues. These assets will not generate any


revenues
      for us unless there is a settlement or final judgment in favor of the plaintiff
      in the Bansbach Litigation.





We
      have also assumed the contingent
      liabilities comprising Old Besicorp's interests in the Bansbach Litigation
      that
      Besicorp received from Old Besicorp as a result of the Prior Merger Order.
      We
      believe that these contingent liabilities generally consist of any damages
      for
      which Old Besicorp would be liable as a result of the resolution of the Bansbach
      Litigation. Therefore we intend to defend ourself from liability to the extent
      we deem appropriate. Reimbursements for the costs of defending ourself will
      be
      sought from the Escrow Fund. In addition, if we are required to pay damages,
      we
      expect to seek the money to pay such damages from the Escrow Fund unless the
      judgment prohibited such reimbursement; if any of the other defendants in the
      Bansbach Litigation, are required to pay damages we anticipate that we will
      indemnify them and seek the money for such indemnification from the Escrow
      Fund
      unless either (i) the judgment prohibited such indemnification or (ii)
      indemnification is impermissible under the NYBCL. However, there can be no
      assurance that such amounts will be available from the Escrow Fund or that
      WOM
      will be entitled to receive any such monies from the Escrow Fund.





*Liquidity
      and Capital Resources and Off Balance Sheet Arrangements*





As
      of March 31, 2007 we had cash of
      $54, which represented our initial capitalization less bank charges. We will
      not
      attempt to incur debt or raise capital. However, the parties to the Escrow
      Agreement, which was executed in connection with the Prior Plan of Merger,
      have
      agreed (i) to permit us to receive up to $35,000 (the “Annual Expenses”)
      annually in reimbursements from the Escrow Fund to cover our reasonable expenses
      in connection with maintaining our existence, complying with the Exchange Act
      and such other matters as may be reasonably necessary to permit the Bansbach
      Litigation to continue and (ii) WOM Litigation Costs (i.e. our costs and
      expenses relating to (a) the Bansbach Litigation, (b) litigation arising out
      of
      or relating to the Bansbach Litigation, (c) the Spin-Off and (d) our existence.
      Therefore, the Escrow Fund is not a source of funds to the extent we need more
      than $35,000 in any year (except for WOM Litigation Costs which do not have
      a
      maximum amount).





At
      May 31, 2007, the assets of the
      Escrow Fund were approximately $2.15 million consisting of principal and accrued
      interest on a secured note arrangement with an entity related to the Company
      through common ownership and control (a “Related Entity”).  The
      obligations evidenced by the note and the related security are subordinated
      to
      the rights of senior creditors.





We
      believe that the Escrow Fund has
      sufficient assets to satisfy any claims against us resulting from the Bansbach
      Litigation, and accordingly, we do not believe that the assumption of the
      contingent liabilities will have any adverse effect on our financial
      position.  However, we are dependent upon our ability to obtain money
      from the Escrow Fund to pay the expenses described above and without
      reimbursements from the Escrow Fund, we will not be able to pay our obligations
      as they become due and may be forced to curtail our
      activities.   Because the assets in the Escrow Fund consist
      wholly of a non-liquid asset (*i.e.,*the subordinated note), the Escrow
      Fund does not have sufficient liquidity to fund the Annual Expenses, indemnify
      BGI Parent, Old Besicorp and other Purchaser Indemnities pursuant to the
      Indemnification Agreement and reimburse Besicorp for its Litigation
      Costs.  Besicorp has orally agreed to satisfy the Annual Expenses and
      Litigation Costs outstanding as of March 31, 2007 (and that it will not seek
      reimbursement from WOM with respect to same) and has indicated that it will
      consider, but is not obligated to, satisfy such costs in the
      future.





**Item
                7.**
            **Financial
                Statements**





Our
      financial statements are set forth at page F-1 and are incorporated herein
      by
      this reference.





**Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**





Not
                applicable.





**Item
      8A. Controls and Procedures**





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





There
      was no change in the Company's
      internal control over financial reporting (as defined in Rules 13a-15(f) and
      15d-15(f) under the Securities Exchange Act of 1934, as amended) during the
      Company's most recently completed fiscal quarter that has materially affected,
      or is reasonably likely to materially affect, the Company's internal control
      over financial reporting.





**Item
      8B. Other Information**





****Not
      applicable.





**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act**





Set
      forth below is information
      regarding the individuals serving as our executive officers and directors.
      We do
      not have an audit committee or an audit committee financial expert. No such
      expert is required because we do not engage in operational activities and our
      financial statements are simple.





*Frederic
      M. Zinn*





Mr.
      Zinn, 49, has been a director of
      WOM since December 1999, President and Chief Executive Officer of WOM since
      April 2001 and Corporate Secretary since October 2002. He was


previously
      corporate secretary from December 1999 to April 2002. Since April 2001 he has
      been President and Chief Executive Officer of Besicorp, and since May 2003
      has
      been secretary, and served as Senior Vice President, General Counsel and
      Secretary of Besicorp from November 1998 to March 2001. He has also served
      as a
      director of Besicorp from April 2000. He joined Old Besicorp as a temporary
      executive with the title of Vice President in November 1997. He was appointed
      an
      executive officer of Old Besicorp holding the title of Senior Vice President
      and
      General Counsel in May 1998. He resigned as an officer of Old Besicorp in March,
      1999. Prior to joining Old Besicorp, Mr. Zinn was the President of Zinn &
Lebovic, a Professional Law Corporation, from 1992 to 1997. Before that, Mr.
      Zinn was General Counsel at JTE Real Estate Group, Inc. from 1989 to 1992;
      Associate Attorney at Palmieri, Tyler, Weiner, Wilhelm & Waldron from 1986
      to 1988; and Associate Attorney at Hart, King & Coldren from 1982 to 1986.
      Mr. Zinn received a BA in Economics from the University of California at Davis
      and a JD from the UCLA School of Law. He is a cousin of the late Michael F.
      Zinn.





*Michael
      L. Vizzie*





Michael
      L. Vizzie, 34, has served as
      our chief financial officer and a director since July 2006.  He has
      served as Controller of Besicorp and Besicorp Holdings since May 2003, and
      has
      been employed by Besicorp since March 2001.





*Code
      of Ethics*





We
      have not adopted a code of ethics
      and do not anticipate adopting such code in the near future inasmuch as we
      do
      not engage in any operating activities.





**Item
      10.                      Executive
      Compensation**





During
      the fiscal year ended March 31,
      2007, our directors and executive officers did not receive any compensation
      from
      us for serving in such capacities.  Pursuant to the Contribution
      Agreement, Besicorp has agreed to provide the service of its employees to us
      without charge; Besicorp's employees who provide services to us, including
      our
      director and executive officer, may receive compensation for such services
      from
      Besicorp.  We have agreed to indemnify Michael L. Vizzie to the
      fullest extent permitted by law from any liability he sustains from his service
      on our behalf and Besicorp Holdings has agreed to guaranty such
      obligation.





We
      have not granted any Rights and
      there are no stock option, contribution, benefit or other plans for our
      directors, officers or employees.





**Item
      11.                      Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table shows the shares of
      WOM Common Stock owned as of May 31, 2007 by each beneficial owner of more
      than
      5% of the WOM Common Stock, the current directors, the current executive
      officers and by all current directors and executive officers as a group. Except
      as otherwise provided in the footnotes to the table, the beneficial owners
      have
      sole voting and investment power as to all securities.





{00346993.DOC;2}





Name
                of Beneficial Owner
            Number
                of Shares of Common Stock Beneficially Owned (1)
            Percent
                of Common Stock Beneficially Owned (1)Estate
                of Michael F. Zinn
              5310
                Boca Marina Circle
              Boca
                Raton, Fl 33487
            57,967
                (2)
            48.9%Randi
                Zinn
              c/o
                1151 Flatbush Road
              Kingston,
                New York 12401
            57,967
                (2)(3)
            48.9%Frederic
                M. Zinn
              1151
                Flatbush Road
              Kingston,
                New York 12401
            57,967
                (4)
            48.9%Michael
                L. Vizzie
              1151
                Flatbush Road
              Kingston,
                New York 12401
            ___
            *Harold
                M. Zinn
              2295
                S. Ocean Blvd.
              Palm
                Beach, FL 33480
            10,000
            8.4%Current
                director and executive officer as a group (2 persons)
            57,967
            48.9%


*
      Less
      than 1 percent.





(1)  Except
      as
      described below, such persons have the sole power to vote and direct the
      disposition of such shares.





(2)  Represents
      57,967 shares held in the name of Besicorp Holdings.  Avalon owns
      approximately 94.5% of the shares of Besicorp Holdings' common stock and
      therefore can appoint and remove the directors of Besicorp Holdings. The only
      members of Avalon are Randi Zinn, who owns a nominal interest in Avalon, and
      the
      Estate.  Randi Zinn and Frederic M. Zinn are the managers of Avalon
      and therefore have the power to vote or dispose of Avalon's shares of Besicorp
      Holdings' common stock.





(3)  Randi
      Zinn is a co-executor of the Estate and a beneficiary thereof.  As
      co-executor of the Estate, she shares with Frederic M. Zinn voting and
      investment power with respect to these shares.





(4)  Frederic
      Zinn may be deemed to have indirect beneficial ownership of such shares because
      he is a co-executor of the Estate; he disclaims beneficial ownership of such
      securities.  As co-executor of the Estate, he shares with Randi Zinn
      voting and investment power with respect to these shares.





*Compliance
      With Section 16(a) of The Exchange Act.*





Section
      16(a) of the Securities
      Exchange Act of 1934 requires that our officers and directors, and persons
      who
      own more than ten percent of a registered class of our equity securities, file
      reports of ownership and changes in ownership with the SEC. Officers, directors
      and greater than ten percent stockholders are required by regulation to furnish
      to us copies of all Section 16(a) forms they file. Based solely on our review
      of
      the copies of such forms we have received, or written representations from
      certain reporting persons, we believe that during the fiscal year ended March
      31, 2007, all officers, directors, and greater than ten percent beneficial
      owners complied with all applicable Section 16(a) filing requirements, other
      than Michael L. Vizzie.





**Item
      12.                      Certain
      Relationships And Related Transactions**





As
      noted
      in “Item 6. Management's Discussion and Analysis or/Plan of Operations -
      Liquidity and Capital Resources and Off Balance Sheet Arrangements,” the Escrow
      Fund loaned an aggregate of $1 million to Besicorp-Empire Development Company,
      LLC (“BEDCO”), an entity in which the Estate of Michael Zinn, a principal
      shareholder of the Company, has an indirect controlling interest.  The
      loan accrues interest at the rate of 25% per annum and is secured by
      substantially all of BEDCO's assets. The repayment of this loan (and accrued
      interest thereon) and the related security arrangements are subordinated to
      the
      rights of senior creditors.  Management believes, based on, among
      other things, appraisals it has reviewed, that the collateral is more than
      sufficient to secure, after giving effect to the subordination, the principal
      amount of the loan and the interest that has accrued thereon.


{00346993.DOC;2}





**Item
      14. Principal Accountant Fees and Services.**





*Audit
      Fees*. For the year ending March 31, 2007 we paid UHY LLP (“ UHY”) $11,700,
      and for the year ending March 31, 2006, we paid UHY) $8,405 for professional
      services rendered for the audit of the financial statements included in our
      Annual Reports on Form 10-KSB and for reviews of the financial statements
      included in our Quarterly Reports on Form 10-QSB.







*Audit-Related
      Fees*. We did not pay UHY for the year ending March 31, 2007 and for the
      year ending March 31, 2006 any sums for assurance and related services that
      were
      reasonably related to the performance of the audit or review of our financial
      statements and that were not reported under “Audit Fees” above.





*Tax
      Fees*. We did not pay UHY for the year ending March 31, 2007 and for the
      year ending March 31, 2006 any sums for services for tax compliance, tax advice
      and tax planning.





*All
      Other Fees*. We did not pay UHY for the year ending March 31, 2007 and for
      the year ending March 31, 2006, any sums for services other than those reported
      above.





The
      audit committee or corporate body
      performing similar functions has not adopted any pre-approval policies and
      procedures and none of the services reflected above were approved by such
      committee through any such policy.





UHY
      has advised us that it has a
      continuing relationship with UHY Advisors NY, Inc. (“Advisors”) from which it
      leased auditing staff who were full time, permanent employees of Advisors and
      through which UHY’s partners provide non-audit services.  UHY has only
      a few full time employees.  Therefore, few, if any, of the audit
      services referred to above under “Audit Fees” were provided by permanent
      full-time employees of UHY.  UHY manages and supervises the audit
      services and audit staff, and is exclusively responsible for the opinion
      rendered in connection with its audit of our March 31, 2007 and March 31, 2006
      financial statements.


{00346993.DOC;2}





INDEX
      TO
      THE FINANCIAL STATEMENTS OF WOM, INC.





Index
      to
      the Financial Statements of WOM, Inc ............................................F-1





Report
      of
      Independent Registered Public Accounting
      Firm.......................................................................................................F-2





Balance
      Sheet as of March 31, 2007 .......................................................F-3





Statement
      of Operations for the years ended March 31, 2007 and


March
      31,
      2006 ...............................................................................F-4





Statement
      of Changes in Stockholders' Equity (Deficiency) for the years


ended
      March 31, 2007 and March 31, 2006 ..............................................F-5





Statement
      of Cash Flows for the years ended


March
      31,
      2007 and March 31, 2006  ......................................................F-6





Notes
      to
      Financial Statements of WOM,
      Inc.  ............................................F-7


{00346993.DOC;2}                                                          F-





**Report
      of Independent Registered Public Accounting Firm**











To
      the
      Board of Directors and Stockholders of WOM, Inc.








We
      have
      audited the accompanying balance sheet of WOM, Inc. as of March 31, 2007, and
      the related statements of operations, changes in stockholders' equity, and
      cash
      flows for each of the years in the two-year period ended March 31,
      2007.  These financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of WOM, Inc. as of March 31, 2007,
      and
      the results of its operations and its cash flows for each of the years in
      the two-year period ended March 31, 2007, in conformity with accounting
      principles generally accepted in the United States of America.





As
      disclosed in Note 1 and 2, WOM, Inc. was established in order to permit the
      named plaintiff in the Bansbach Litigation to remain eligible to maintain the
      Bansbach Litigation. WOM, Inc. is not currently engaged, and does not expect
      to
      engage, in any business activities. It is likely that if WOM, Inc. receives
      any
      amounts for damages as a result of the resolution of the Bansbach Litigation,
      these amounts will be distributed to the holders of WOM, Inc. Common Stock
      (except to the extent a court otherwise orders) shortly afterward and that
      WOM,
      Inc. will then be liquidated. In addition, if at any time the Bansbach
      Litigation is decided in favor of the defendants it is anticipated that WOM,
      Inc. will be liquidated.











/s/
      UHY LLP








Albany,
      New York


June
      29,
      2007


{00346993.DOC;2}                                                          F-


**WOM,
      INC.**


**BALANCE
      SHEET**





March
                31, 2007ASSETSCash
            $                     54LIABILITIES
                ANDSTOCKHOLDERS'
                EQUITY                                                          (DEFICIT)Accrued
                expenses
            $                5,665Total
                Liabilities
            5,665Shareholders’
                Equity:
              Common
                stock, $.01 par value, 250,000 shares authorized; 118,436 shares
                issued at
                March 31, 2007
            1,184Accumulated
                deficit
            (6,795)Total
                Stockholders' Equity
                (Deficit)
            (5,611)Total
                Liabilities and
                Shareholders'
              Equity
                (Deficit)
            $                     54








See
      accompanying notes to financial statements.








{00346993.DOC;2}                                                          F-


**WOM,
      INC.**


**STATEMENT
      OF OPERATIONS**








For
                the Year Ended
              March
                31, 2007
            For
                the Year Ended
              March
                31, 2006Revenues
            $                   0
            $                   0Costs
                and Expenses:
            0
            0Income
                Before Income Taxes
            0
            0Provisions
                for Income Taxes
            0
            0Net
                Income
            $                   0
            $                   0Basic
                Income per Share
            $                   0
            $                   0Basic
                Weighted Average
              Number
                of Shares
                Outstanding
            118,436
            118,436





See
      accompanying notes to financial statements.





{00346993.DOC;2}                                                          F-


**WOM,
      INC.**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) For The Years Ended March 31,
      2007
      and 2006**








Common
                Stock
            Additional
              Paid-In
                Capital
            Accumulated
              (Deficit)
            TotalBalance
                at March 31, 2005
            $   1,184
            0
            $    (6,795)
            $   (5,611)Net
                Income for the Year
            --
            --
            --
            --Balance
                at March 31, 2006
            $    1,184
            0
            $     (6,795)
            $   (5,611)Net
                Income for the Year
            --
            --
            --
            --Balance
                at March 31, 2007
            $    1,184
            0
            $    (6,795)
            $   (5,611)





See
      accompanying notes to financial statements.





{00346993.DOC;2}                                                          F-


**WOM,
      INC.**


**STATEMENT
      OF CASH FLOWS**





For
                the Year Ended
              March
                31, 2007
            For
                the Year Ended
              March
                31, 2006Operating
                Activities:Net
                Income
            $               0
            $               0Adjustments:
            0
            0Net
                Cash ProvidedBy
                Operating
                Activities
            0
            0Increase
                in Cash
            0
            0Cash
                Beginning
            54
            54Cash
                Ending
            $            54
            $            54Supplemental
                Cash Flow Information:Interest
                paid
            $               0
            $               0Income
                taxes paid
            0
            0





See
      accompanying notes to financial statements.








{00346993.DOC;2}                                                          F-


**WOM,
      INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





NOTES
      1
      ORGANIZATION





WOM,
      Inc.
      (“WOM” or the “Company”) was incorporated in December
      1999****by Besicorp Ltd. (“Besicorp”), by the contribution of
      $100 in exchange for 100 shares of WOM common stock in order to effectuate
      a
      spin-off prior to the merger of Besicorp. WOM was established in order to permit
      the named plaintiff in the Bansbach Litigation to remain eligible to maintain
      the Bansbach Litigation (see Note 2).





WOM
      is
      not currently engaged, and does not expect to engage, in any business
      activities.





NOTE
      2
      BANSBACH LITIGATION





The
      Bansbach Litigation is a shareholder derivative action that was commenced in
      August 1997 by John Bansbach who was seeking to recover (i) certain legal fees
      and expenses paid by Besicorp Group Inc. (“Old Besicorp”) to or on behalf of
      certain officers and directors of Old Besicorp in connection with the Proceeding
      (as defined below) and (ii) fees and expenses paid by Old Besicorp for its
      own
      defense.





The
      Proceeding is an action that was brought in the United States District Court
      for
      the Southern District of New York in connection with contributions to the 1992
      election campaign of Congressman Maurice Hinchey. In connection with the
      Proceeding, in June 1997, Old Besicorp and the late Michael F. Zinn (then the
      Chairman of the Board, President and Chief Executive Officer of Old Besicorp
      and
      formerly a director of both Besicorp and of WOM and now deceased), each entered
      a guilty plea to one count of causing a false statement to be made to the
      Federal Election Commission and one count of filing a false tax return. As
      a
      result of such pleas, Old Besicorp was fined $36,400, and Mr. Zinn was fined
      $36,673 and sentenced to a six-month term of incarceration (which commenced
      in
      November 1997 and has been completed), and a two-year term (which commenced
      in
      May 1998 and was terminated before the scheduled end of the term) of supervised
      release thereafter. He resigned as Chairman of the Board, President and Chief
      Executive Officer of Old Besicorp in November 1997 and was reappointed to such
      positions in May 1998.








Old
      Besicorp paid certain legal expenses incurred on its own behalf and by certain
      officers and directors in connection with the Proceeding. As of March 31, 2007,
      and 2006, the amounts paid on behalf of Michael F. Zinn in connection with
      the
      Proceeding equaled $338,517. In addition, Old Besicorp reimbursed him for the
      legal fees and expenses (approximately $39,180) which had been incurred by
      third
      parties in connection with the Proceeding and which had been paid by him. In
      addition, Old Besicorp paid additional legal fees and disbursements of
      approximately $742,576 incurred in connection with the Proceeding by Old
      Besicorp, certain directors, officers, and employees and their spouses who
      were
      defendants or actual or potential witnesses in this matter.





In
      August
      1997, after Old Besicorp and Mr. Zinn had entered their pleas, Mr. Bansbach
      commenced the Bansbach Litigation. Old Besicorp was named as a nominal defendant
      in this shareholder derivative action and the other named defendants either
      were
      officers and/or directors of Old Besicorp at the time


of
      the
      alleged acts (or omissions) for which the plaintiff seeks relief or became
      officers and/or directors of Old Besicorp afterwards. The plaintiff sought
      to
      hold the defendants other than Old Besicorp liable to Old Besicorp for: (a)
      all
      sums advanced to or on behalf of Michael F. Zinn in connection with his defense
      of the Proceeding; (b) all sums advanced to or on behalf of Michael Daley,
      who
      at the time of the Proceeding, was the Vice President, Chief Financial Officer
      and Corporate Secretary of Old Besicorp and was subpoenaed for information
      in
      connection with the Proceeding; (c) all legal expenses, costs and fines incurred
      by Old Besicorp itself in connection with the Proceeding; (d) all harm to Old
      Besicorp's reputation and goodwill resulting from the Proceeding; (e) punitive
      damages; and (f) plaintiffs attorneys, fees, costs and expenses.





The
      complaint in the Bansbach Litigation was dismissed by the Appellate Division,
      Third Department in a unanimous decision in May 2002. The plaintiff's motion
      to
      the Appellate Division, Third Department seeking: (a) leave to file an amended
      complaint; (b) reargument of the decision dismissing the complaint; and (c)
      leave to appeal to the Court of Appeals was denied in August 2002. In January
      2003 the Court of Appeals granted plantiff's motion for leave to appeal to
      the
      Court of Appeals. In a decision dated October 30, 2003, the New York Court
      of
      Appeals modified the decision of the Appellate Division, Third Department,
      by
      reinstating the Order of the Supreme Court, Ulster County, which had granted
      summary judgment as to liability only against Michael Zinn.  The Court
      of Appeals remitted the case to the Supreme Court for further proceedings.
      Zinn's motion for reargument was denied by the New York Court of Appeals in
      an
      order, dated January 8, 2004. In February, 2004 Zinn, filed a motion in the
      Supreme Court to renew his opposition to plaintiff's prior motion for summary
      judgment on the basis of evidence that was not available to Zinn at the time
      that the motion for summary judgment was granted.  Zinn's motion for
      renewal was denied in an order dated July 9, 2004.The decision denying Zinn's motion
      for renewal was
      affirmed by the Appellate Division, Third Department, in a memorandum and order,
      dated July 7, 2005.  The Estate of Michael Zinn has been substituted
      into this action as a party defendant.  After discovery was completed,
      plaintiff and the individual defendants other than the Estate filed
      cross-motions for partial summary judgment.  By a Decision and Order,
      dated May 7, 2007, the Court denied both cross motions in all
      respects.  Trial was scheduled to commence on May 16,
      2007.  On May 8, 2007, the parties reached an agreement in principle
      to settle this action based on a payment to WOM by the other defendants in
      the
      total amount of $1,025,000.  The parties are engaged in preparing
      definitive settlement documentation.  As to be directed by the Court,
      written notice of the settlement will be provided to WOM’s shareholders and a
      hearing will be scheduled to obtain Court approval of the
      settlement.





On
      March
      1, 1999, Old Besicorp distributed proxy materials for a special meeting of
      its
      shareholders to adopt a plan of merger pursuant to which Old Besicorp would
      merge with another company and distribute certain of its businesses to Besicorp
      Ltd. (the “Prior Plan of Merger”). The meeting was scheduled for March 19, 1999,
      and it was contemplated that if the Prior Plan of Merger was approved by Old
      Besicorp shareholders the Prior Merger would occur shortly afterwards.
      Effectuation of the Prior Merger would adversely affect the Bansbach Litigation
      and the Lichtenberg Litigation.





On
      March
      5, 1999, James Lichtenberg and Mr. Bansbach commenced litigation (the “March
      Litigation”) by filing a complaint (the “March Complaint”). The March Complaint
      alleged that (i) the proxy statement sent to Old Besicorp's shareholders in
      connection with the meeting of Old Besicorp's shareholders to adopt the Prior
      Plan of Merger was materially misleading because it failed to adequately
      disclose all available material information regarding the effect of the Prior
      Merger on the Derivative Litigation, i.e., the Bansbach Litigation and the
      Lichtenberg Litigation; (ii) the Prior Merger was intentionally structured
      to
      accomplish the termination of the Derivative Litigation; and (iii) Old Besicorp
      and its directors breached their fiduciary duty by (a) intentionally structuring
      the Prior Merger so as to cause the termination of the Derivative Litigation,
      (b) failing to retain independent counsel to act on behalf of Old Besicorp's
      minority shareholders, (c) failing to retain an


independent
      investment banker to opine on the fairness of the Prior Merger to Old Besicorp's
      minority shareholders, (d) failing to form an independent committee to ensure
      that the Prior Merger was fair to and in the best interests of Old Besicorp's
      minority shareholders, and (e) providing for a $1 million bonus to Mr. Zinn
      and
      a $500,000 bonus to Mr. Daley, which the March Complaint deemed to be excessive
      and/or unwarranted compensation.





The
      March
      Complaint sought injunctive relief directing full disclosure of the financial
      impact on Old Besicorp's shareholders of the termination of the Derivative
      Litigation and full disclosure of the alleged intentional structuring of the
      Prior Merger to cause the termination of the Derivative Litigation. The March
      Complaint also sought an order directing that the Derivative Litigation be
      transferred to Besicorp, that the Prior Merger Consideration payable to Mr.
      Zinn
      and two former directors and executive officers of Old Besicorp, Martin E.
      Enowitz and Steven I. Eisenberg, for their shares of Old Besicorp's common
      stock
      (which were subject to the Lichtenberg Litigation) be held in escrow, and that
      certain amounts at issue in the Bansbach Litigation be held in escrow pending
      final adjudication of the respective actions. The March Complaint also sought
      unspecified money damages.





It
      is
      anticipated that the settlement of the Bansbach Litigation will result in the
      March Litigation being dismissed.





On
      March
      18, 1999, the District Court entered an order (the “Prior Merger Order”) which
      required Old Besicorp to assign the contingent assets and/or liabilities
      comprising Old Besicorp's interests in the Derivative Litigation to Besicorp
      before the Prior Merger. The Prior Contribution Agreement effected Old
      Besicorp's assignment of the contingent assets and/or liabilities comprising
      Old
      Besicorp's interests in the Derivative Litigation to Besicorp. The Prior Merger
      Order also required (i) defendants Messrs. Zinn, Eisenberg and Enowitz to take
      no action to place the Prior Merger Consideration they would receive in the
      Prior Merger beyond the reach of the United States courts so as to render the
      defendants unable to satisfy any judgment which may be rendered in the
      Lichtenberg Action; and (ii) the plaintiffs to post a bond in the amount of
      $100,000 within seven days of the date of the order, which bond was
      posted.





In
      February 2002, the United States Court of Appeals for the Second Circuit
      affirmed the District Court's issuance of the Prior Merger Order.








The
      Prior
      Merger Order did not provide for the occurrence following the Prior Merger
      of a
      transaction such as the proposed merger of Besicorp Ltd. and Besi Acquisition
      Corp. (the “Merger”). The effectuation of the Merger ordinarily would adversely
      affect the named plaintiffs ability to maintain the Bansbach Litigation in
      a
      manner similar to that which the Prior Merger Order had attempted to prevent.
      If
      Besicorp did not effectuate the Spin-Off, consummation of the Merger would
      cause
      the plaintiff in the Bansbach litigation to lose his status as a shareholder
      of
      Besicorp, and therefore would cause him to lose his right to prosecute the
      Bansbach Litigation. Besicorp believed that in order to adhere to the intent
      of
      the Prior Merger Order, Besicorp should assign to WOM the interests in the
      Bansbach Litigation that Besicorp had received from Old Besicorp; by assigning
      to WOM pursuant to the Spin-Off the interests in the Bansbach Litigation
      Besicorp had received from Old Besicorp pursuant to the Prior Merger Order
      (subject to WOM's agreement to return such interests upon the occurrence of
      a
      Prior Merger Order Reversal), the plaintiff should retain standing to maintain
      the Bansbach Litigation. The Lichtenberg Litigation was not assigned to WOM
      because the complaint in the Lichtenberg Litigation had been
      dismissed.





WOM
      has
      been assigned the contingent assets comprising Old Besicorp's interests in
      the
      Bansbach Litigation that Besicorp received from Old Besicorp as a result of
      the
      Prior Merger Order. WOM's management believes that these contingent assets
      generally consist of any recovery to which Old Besicorp would be entitled as
      a
      result of the resolution of the Bansbach Litigation. However, WOM is under
      no
      obligation to prosecute the action or to assist the plaintiff, financially
      or
      otherwise, in his prosecution of the Bansbach Litigation and WOM has no
      intention of providing any assistance to the plaintiff. WOM does, however,
      intend to defend itself from liability to the extent WOM deems
      appropriate.





WOM
      has
      also assumed the contingent liabilities comprising Old Besicorp's interests
      in
      the Bansbach Litigation that Besicorp received from Old Besicorp as a result
      of
      the Prior Merger Order. WOM's management believes that these contingent
      liabilities generally consist of any damages for which Old Besicorp would be
      liable as a result of the resolution of the Bansbach Litigation. Therefore
      WOM
      intends to defend itself from liability to the extent it deems appropriate.
      Reimbursements for the costs of defending itself will be sought from the Escrow
      Fund. In addition, if WOM is required to pay damages, WOM expects to seek the
      money to pay such damages from the Escrow Fund unless the judgment prohibited
      such reimbursement; if any of the other defendants in the Bansbach Litigation,
      are required to pay damages WOM anticipates that it will indemnify them and
      seek
      the money for such indemnification from the Escrow Fund unless either (i) the
      judgment prohibited such indemnification or (ii) indemnification is
      impermissible under the New York Business Corporation Law. However, there can
      be
      no assurance that such amounts will be available from the Escrow Fund or that
      WOM will be entitled to receive any such monies from the Escrow
      Fund.





Since
      the
      Bansbach Litigation is a shareholder derivative action, if damages are paid
      by
      WOM or any other defendant, WOM should be the recipient. However, monies may
      be
      deducted for the fees and expenses of the plaintiff's attorneys. It is likely
      that if WOM receives any amounts, these amounts will be distributed to the
      holders of WOM Common Stock (except to the extent a court otherwise orders)
      shortly afterward and that WOM will then be liquidated. In addition, if at
      any
      time the Bansbach Litigation is decided in favor of the defendants it is
      anticipated that WOM will be liquidated.





NOTE
      3
      OPERATIONS








On
      account of WOM's very limited activities, WOM has no full-time employees and
      no
      office.  WOM is not compensating its officer and directors, each of
      whom is also an officer or director of Besicorp, for the services they render
      on
      WOM's behalf. Besicorp has agreed in the Contribution Agreement to provide
      WOM
      with the services of its employees and to allow WOM to use its offices free
      of
      charge to the extent that WOM determines is reasonably necessary and for as
      long
      as WOM shall seek such services and the use of such offices. It is not
      anticipated that the value of these services will be material. Should the value
      become significant, then appropriate charges will be made. WOM has no suppliers,
      no customers, and, except for WOM's interest in the Bansbach Litigation, WOM
      is
      party to no litigation. WOM has no foreign operations and WOM's operations
      are
      not subject to any U.S., state, foreign or local laws or regulations (other
      than
      those generally applicable to public corporations).





NOTE
      4
      CAPITAL STOCK





Prior
      to
      the completion of the Besicorp Ltd. merger, WOM issued, to Besicorp Ltd. in
      addition to the 100 shares of WOM Common Stock held by Besicorp Ltd., 135,786
      shares of WOM Common Stock, which Besicorp Ltd. distributed on a one share
      for
      one share basis to the shareholders of Besicorp Ltd. based on the 135,886 shares
      of Besicorp Ltd. common stock outstanding on April 25, 2000, the date of the
      Merger.  As a result of forfeitures and cancellations in prior years,
      there are currently 118,436 shares of WOM common stock outstanding at March
      31,
      2007.





NOTE
      5
      ESCROW FUND





In
      connection with the Prior Merger, Old Besicorp deposited $6.5 million into
      the
      Escrow Fund pursuant to the Escrow Agreement. The Escrow Fund initially served
      to fund claims for BGI Monitoring Costs, BGI Indemnity Claims and Litigation
      Costs, which included the Bansbach Litigation. Therefore, in order to provide
      that the Bansbach Litigation is still covered by the Escrow Fund after the
      Spin-Off, the Escrow Agreement was amended by the Escrow Agreement Amendment
      (effective as of the Spin-Off): (i) to provide, by funding claims for WOM Costs,
      that WOM shall be provided from the Escrow Fund with its reasonable expenses
      (up
      to $35,000 per annum) in connection with maintaining WOM's existence, complying
      with the Exchange Act and the rules and regulations promulgated thereunder,
      and
      such other matters as may be reasonably necessary to permit the Bansbach
      Litigation to continue and (ii) to provide that the Bansbach Litigation will
      still be covered by the Escrow Agreement following the Spin-Off.  In
      addition, BGI Parent remains entitled to reimbursements for BGI Monitoring
      Costs
      and BGI Indemnity Claims and Besicorp remains entitled to reimbursement for
      Litigation Costs. As of May 31, 2007, as a result of permitted releases
      aggregating approximately $6.45 million and after giving effect to interest
      income earned aggregating approximately $2.10 million, assets of the Escrow
      Fund
      approximated $2.15 million. The assets of the escrow fund consist of
      approximately $2.15 million representing principal and accrued interest under
      a
      secured note arrangement with an entity related through common ownership and
      control.  The obligations evidenced by such note and the related
      security are subordinated to the rights of senior creditors.





NOTE
      6
      INCOME TAXES/DUE TO PARENT





For
      Fiscal 2007 and 2006, income taxes approximating $800 and $800, respectively,
      and representing the minimum tax liability due to New York State were reimbursed
      from the Escrow Fund.


{00346993.DOC;2}                                                          F-





**GLOSSARY**





“Acquisition
      Corp”. means Besi Acquisition Corp., a New York corporation and a wholly owned
      subsidiary of Parent.





“Avalon”
      means Avalon Ventures, LLC, a limited liability company organized under the
      laws
      of Virginia. The only members of Avalon are the Estate of Michael F. Zinn and
      his ex-wife, Valerie Zinn, who owns a nominal interest in Avalon.





“Bansbach
      Litigation” means a shareholder derivative action commenced in August 1997 in
      the New York Supreme Court, Ulster County, entitled John Bansbach v. Michael
      F.
      Zinn, Michael J. Daley, Gerald A. Habib, Harold Harris, Richard E. Rosen, and
      Besicorp Group Inc., Index No. 97-2573.





“Besicorp”
      means Besicorp Ltd.





“Besicorp
      Assumed Matters” means the Existing Litigation and other matters to be
      prosecuted or defended by Besicorp pursuant to the Indemnification
      Agreement.





“Besicorp
      Board” means the Board of Directors of Besicorp.





“Besicorp
      Common Stock” means the common stock, par value $.01 per share, of
      Besicorp.





“Besicorp
      Holdings” means Besicorp Holdings, Ltd., a New York corporation.





“BGI
      Acquisition” means BGI Acquisition Corp., a wholly owned subsidiary of BGI
      Parent, and a party to the Prior Plan of Merger.





“BGI
      Indemnity Claims” means all claims for indemnity made by BGI Parent pursuant to
      the Indemnification Agreement, including any claims of BGI Parent with respect
      to the Besicorp Assumed Matters arising from the failure of Besicorp to
      diligently prosecute or defend such Besicorp Assumed Matters, BGI Monitoring
      Costs and any payment of fees and expenses of the payment agent pursuant to
      the
      Prior Plan of Merger.





“BGI
      Monitoring Costs” means BGI Parent's out-of-pocket expenses (not to exceed
      $40,000 per year) incurred if it is represented by counsel with respect to
      the
      Besicorp Assumed Matters and the Bansbach Litigation.





“BGI
      Parent” means BGI Acquisition LLC, a party to the Prior Plan of Merger. Buyer
      means Parent and Acquisition Corp.





“Contributed
      Assets” mean the interests in the Bansbach Litigation that Besicorp received
      pursuant to the Prior Contribution Agreement as a result of the Prior Merger
      Order (subject to WOM's agreement to return such interests if a Prior Merger
      Order Reversal occurs).





“Contribution”
      means the contribution of the Contributed Assets to WOM pursuant to
      the





Contribution
      Agreement.





“Contribution
      Agreement” means the Contribution and Distribution Agreement by and between
      Besicorp and WOM.





“Derivative
      Litigation” means the Bansbach Litigation and the Lichtenberg
      Litigation.





“Distributed
      Businesses” means Old Besicorp's photovoltaic and independent power development
      businesses.





“Distribution”
      means a dividend of one share of WOM Common Stock immediately prior to the
      Merger for each share of Besicorp Common Stock outstanding on such
      date.





“Entitled
      Holders” mean the holders of Besicorp Common Stock as of the spin-off record
      date.





“Escrow
      Agent” means Robinson Brog as the escrow agent pursuant to the Escrow
      Agreement.





“Escrow
      Agreement” means the escrow agreement entered into on March 22, 1999 by Besicorp
      and certain other parties, as amended by the Escrow Agreement
      Amendment.





“Escrow
      Agreement Amendment” means Amendment No. 1 to the Escrow Agreement, dated as of
      February 23, 2000, effective as of the date of the Spin-Off, by and between
      Besicorp, WOM and certain other parties.





“Escrow
      Fund” means monies held by the Escrow Agent pursuant to the Escrow
      Agreement.





“Escrow
      Fund Determination Procedure” means the Escrow Agent's receipt of (i) the joint
      written direction of BGI Parent, WOM and Besicorp to release funds from the
      Escrow Fund, (ii) a written instrument representing a final and non-appealable
      order with respect to the disposition of funds from the Escrow Fund issued
      by an
      arbitrator or (iii) a certified copy of a final and non-appealable judgment
      of a
      court of competent jurisdiction directing the disbursement of such
      funds.





“Escrow
      Fund Payments” means additional cash payments equal to the remaining proceeds
      being distributed by the Escrow Agent divided by the Total Shares.





“Estate”
      means the Estate of Michael F. Zinn.





“Exchanges”
      means the New York Stock Exchange, the American Stock Exchange and the Nasdaq
      Stock Market, Inc.





“Existing
      Litigation” means certain litigation specified in the Indemnification
      Agreement.





“Indemnification
      Agreement” means the indemnification agreement between BGI Parent, BGI
      Acquisition and Besicorp dated March 22, 1999.





“Lichtenberg
      Litigation” means a shareholder derivative action commenced on March 29, 1993
      in


New
      York
      Supreme Court, Ulster County, entitled Lichtenberg v. Michael F. Zinn, Steven
      I.
      Eisenberg, and Martin E. Enowitz, et al., Index No. 93-1987. This action has
      been dismissed.








“Litigation
      Costs” means costs and expenses relating to (i) Besicorp Assumed Matters; and
      (ii) litigation arising out of or relating to any such Besicorp Assumed Matters;
      (iii) indemnification of claims against Old Besicorp's directors and officers
      (prior to the Prior Merger) for actions in their official capacity preceding
      the
      date of the Prior Merger; or (iv) in connection with matters arising out of
      or
      relating to the Prior Merger. March Complaint means the complaint in the March
      Litigation.





“March
      Director Defendants” mean the Old Besicorp Board in March 1999 consisting of
      Michael F. Zinn, Michael Daley, Melanie Norden, Gerald Habib and Richard
      Rosen.





“March
      Litigation” means a class action commenced on March 5, 1999, in the United
      States District Court for the Southern District of New York, entitled James
      Lichtenberg and John Bansbach v. Besicorp Group Inc., BGI Acquisition LLC,
      BGI
      Acquisition Corp. et al.





“Merger”
      means the merger of Acquisition Corp. with and into Besicorp pursuant to the
      Plan of Merger.





“Old
      Besicorp” means Besicorp Group Inc, which owned all of the shares of Besicorp
      prior to the Prior Distribution.





“Old
      Besicorp Board” means Old Besicorp's board of directors.





“Parent”
      means Besicorp Holdings, Ltd., a New York corporation.





“Payment
      Agent” means Continental or such other person designated by the parties prior to
      the Effective Date as the payment agent for the Plan of Merger.





“Plan
      of
      Merger” means the Amended and Restated Agreement and Plan of Merger, dated as of
      November 24, 1999 by and among Besicorp, Parent and Acquisition
      Corp.





“Prior
      Assignment of the Derivative Litigation” means Old Besicorp's assignment to
      Besicorp of the contingent assets and/or liabilities comprising Old Besicorp's
      interests in the Derivative Litigation.





“Prior
      Contribution” means Old Besicorp's distribution of the Distributed Businesses to
      Besicorp.





“Prior
      Contribution Agreement” means the Contribution and Distribution Agreement dated
      March 22, 1999 by and among Besicorp and Old Besicorp.





“Prior
      Distribution” means a dividend on March 22, 1999 of one share of Besicorp Common
      Stock for each 25 shares of Old Besicorp's common stock outstanding on such
      date.





“Prior
      Merger” means the merger effectuated on March 22, 1999 pursuant to the Prior
      Plan of Merger as a result of which Old Besicorp was acquired by BGI
      Parent.





“Prior
      Merger Consideration” means the aggregate merger consideration paid pursuant to
      the Prior Plan of Merger.





“Prior
      Merger Order” means the order of the Unites States District Court for the
      Southern District of New York in the March Litigation issued on March 18, 1999,
      which order, among other things, required Old Besicorp to assign to Besicorp
      the
      contingent assets and liabilities comprising Old Besicorp's interests in the
      Bansbach Litigation and the Lichtenberg Litigation.








“Prior
      Merger Order Reversal” means a reversal, revocation or other action, however
      designated, which nullifies such part of the Prior Merger Order that required
      the Prior Assignment of the Derivative Litigation so long as such reversal,
      revocation or other action is subject to no further appeal.





“Prior
      Merger Parties” means BGI Acquisition, BGI Parent and Old Besicorp.





“Prior
      Plan of Merger” means the agreement and plan of merger between Old Besicorp, BGI
      Acquisition and BGI Parent, as a result of which Old Besicorp was acquired
      on
      March 22, 1999 by BGI Parent.





“Prior
      Spin-Off” means the Prior Contribution and the Prior Distribution.





“Proceeding”
      means a proceeding in the United States District Court for the Southern District
      of New York, in connection with contributions to the 1992 election campaign
      of
      Congressman Maurice Hinchey.





“Purchaser
      Indemnitees” means BGI Parent, Old Besicorp and its subsidiaries and their
      respective affiliates and agents.





“Rights”
      means restricted stock, options, including restricted stock options pursuant
      to
      which restricted stock may be acquired, warrants, and other rights to acquire
      shares of WOM Common Stock.





“Robinson
      Brog” means Robinson Brog Leinwand Greene Genovese & Gluck P.C.





“Spin-Off”
      means the Contribution and the Distribution effectuated immediately prior to
      the
      Merger.





“WOM”
      means WOM, Inc., a New York corporation and a formerly wholly-owned subsidiary
      of Besicorp which was distributed to the holders of Besicorp Common Stock
      pursuant to the Spin-Off.





“WOM
      Board” means the Board of Directors of WOM.





“WOM
      Common Stock” means the common stock, par value $.01 per share, of
      WOM.





“WOM
      Costs” means (i) reasonable expenses incurred by Besicorp or WOM in connection
      with (a) the formation of WOM, (b) the Spin-Off (including the cost of
      distributing the shares of WOM's


Common
      Stock (including the fees and expenses of Continental)) and (c) the preparation
      and filing of the registration statement on Form 10-SB registering the WOM
      Common Stock under the Securities Exchange Act of 1934, as amended, (ii) WOM's
      reasonable expenses (up to $35,000 per annum) (a) to maintain its existence,
      (b)
      to comply with the Exchange Act and the rules and regulations promulgated
      thereunder, and (c) for such other matters as may be reasonably necessary to
      permit the Bansbach Litigation to continue and (iii) WOM Litigation
      Costs.





“WOM
      Litigation Costs” means WOM's costs and expenses relating to (a) the Bansbach
      Litigation, and (b) litigation arising out of or relating to the Bansbach
      Litigation, the Spin-Off and WOM's existence.


{00346993.DOC;2}                                                           G-


SIGNATURES








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





WOM,
      Inc.











By:                 /s/
      Frederic M. Zinn______


Frederic
      M. Zinn,
      President








June
      29,
      2007








In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.








Signature
            Title
            Date/s/
                Frederic M. Zinn
              Frederic
                M. Zinn
            President
                and Director (principal executive officer)
            June
                29, 2007/s/
                Michael L. Vizzie
              Michael
                L. Vizzie
            Chief
                financial Officer and Director
              (principal
                financial and accounting officer)
            June
                29, 2007





{00346993.DOC;2}


**Exhibit
      31.1**


SECTION
      302 CERTIFICATION





I,
      Frederic M. Zinn, the Chief Executive Officer, certify that:





1.  I
      have reviewed this Annual Report on Form 10-KSB of WOM, Inc.





2.  Based
      upon my knowledge, this 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 report.





3.  Based
      on my knowledge, the financial statements, and other financial information
      included in this 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 report.





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





(a)  designed
      such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be
      designed under my supervision, to ensure that material information relating
      to
      the registrant, including its consolidated subsidiaries, is made known to me
      by
      others within those entities, particularly during the period in which this
      report is being prepared;





(b)  evaluated
      the
      effectiveness of the registrant’s disclosure controls and procedures and
      presented in this report my conclusions about the effectiveness of the
      disclosure controls and procedures as of the end of the period covered by this
      report based on such evaluation; and





(c)  disclosed
      in this report
      any change in the registrant’s internal control over financial reporting that
      occurred during the registrant’s most recent fiscal quarter (the registrant’s
      fourth quarter in the case of an annual report) that has materially affected,
      or
      is reasonably likely to materially affect, the registrant’s internal control
      over financial reporting.





5.  The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of registrant’s board of directors
      (or persons performing equivalent functions):





(a)  all
      significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant’s ability to record, process, summarize and report financial
      information; and





{00346993.DOC;2}


(b)  any
      fraud, whether or
      not material, that involves management or other employees who have a significant
      role in the registrant’s internal controls over financial
      reporting.








Dated:
      June 29, 2007











/s/
      Frederic M.
      Zinn


Frederic
      M. Zinn


{00346993.DOC;2}


**Exhibit
      31.2**


SECTION
      302 CERTIFICATION





I,
      Michael L. Vizzie, the Chief Financial Officer, certify that:





1.  I
      have reviewed this Annual Report on Form 10-KSB of WOM, Inc.





2.  Based
      upon my knowledge, this 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 report.





3.  Based
      on my knowledge, the financial statements, and other financial information
      included in this 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 report.





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





(a)  designed
      such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be
      designed under my supervision, to ensure that material information relating
      to
      the registrant, including its consolidated subsidiaries, is made known to me
      by
      others within those entities, particularly during the period in which this
      report is being prepared;





(b)  evaluated
      the
      effectiveness of the registrant’s disclosure controls and procedures and
      presented in this report my conclusions about the effectiveness of the
      disclosure controls and procedures as of the end of the period covered by this
      report based on such evaluation; and





(c)  disclosed
      in this report
      any change in the registrant’s internal control over financial reporting that
      occurred during the registrant’s most recent fiscal quarter (the registrant’s
      fourth quarter in the case of an annual report) that has materially affected,
      or
      is reasonably likely to materially affect, the registrant’s internal control
      over financial reporting.





5.  The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of registrant’s board of directors
      (or persons performing equivalent functions):





(a)  all
      significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant’s ability to record, process, summarize and report financial
      information; and





{00346993.DOC;2}


(b)  any
      fraud, whether or
      not material, that involves management or other employees who have a significant
      role in the registrant’s internal controls over financial
      reporting.








Dated:
      June 29, 2007











/s/
      Michael L.
      Vizzie


Michael
      L. Vizzie


{00346993.DOC;2}


**Exhibit
      32.1**


CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350


AS
      ADOPTED PURSUANT TO


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002





In
      connection with the Annual Report of WOM, Inc. (the “Company”) on Form 10-KSB
      for the year ending March 31, 2007 as filed with the Securities and Exchange
      Commission on the date hereof (the “Report”), Frederic M. Zinn, the principal
      executive officer and Michael L. Vizzie, principal financial officer, certify
      pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
      Sarbanes-Oxley Act of 2002, that:





(1)    The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and





(2)    The
      information contained in the Report fairly presents, in all material respects,
      the financial condition and result of operations of the Company.





Dated:
      June 29, 2007














/s/
      Frederic M.
      Zinn


Frederic
      M. Zinn











/s/
      Michael L.
      Vizzie


Michael
      L. Vizzie


{00346993.DOC;2}