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, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

Commission File No. 000-28789

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

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

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

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

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. [ ]

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

As of June 28, 2001, 123,136 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.

<PAGE>

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 WOM,  all proceeds of any
settlement or judgment will be delivered to WOM, 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, each of whom
is also an officer or director of Besicorp,  for the services they render on our
behalf.  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.  We have no foreign operations and our activities are
not subject to any U.S., state, foreign or local laws or regulations (other than
those generally applicable to public corporations).

Background of WOM and the Bansbach Litigation

     WOM was organized in December 1999 to acquire  Besicorp's  interests in the
Bansbach  Litigation;  it was desired that WOM 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 WOM and assigned to WOM,  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

<PAGE>

Congressman Maurice Hinchey. In connection with the Proceeding, in June 1997,
Old Besicorp and Michael F. Zinn (then the Chairman of the Board, President and
Chief Executive Officer of Old Besicorp and currently the Chairman of the Board,
President and Chief Executive Officer of Besicorp and WOM), 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 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.

     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  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:

     -   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 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 trial court dismissed the action, stating that the plaintiff had failed
to make the requisite pre-suit demand upon the Old Besicorp Board and had failed
to demonstrate that such a demand would be futile.  The plaintiff  appealed this
decision. On February 4, 1999, the Appellate Division reversed the trial court's
dismissal and  reinstated  the action  finding that the bare  allegations of the
complaint  sufficiently alleged that a pre-suit demand on the Old Besicorp Board
would have been futile. The plaintiff subsequently moved for summary judgment as

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<PAGE>

to  liability  for amounts for which  Michael Zinn had been  indemnified  by Old
Besicorp,  but not as to the quantification of damages.  The trial court granted
the motion for summary  judgment  only as against  Michael  Zinn and only on the
issue of  liability.  This decision is being  appealed.  It is believed that the
plaintiff  will seek damages of  approximately  $1 million.  Plaintiff  has also
filed a motion in the trial  court to sever the case as to  Michael  Zinn and to
enter judgment against him.


     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:

                                       4
<PAGE>

(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.


      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.

     Besicorp filed a motion for  reconsideration  of the Prior Merger Order and
the District Court in June 1999 denied Besicorp's motion for  reconsideration of
the Prior Merger Order.  Besicorp appealed the Prior Merger Order and the denial
of  reconsideration to the United States Court of Appeals for the Second Circuit
(the "Second  Circuit").  Messrs.  Lichtenberg and Bansbach moved to dismiss the
appeal,  in part or in whole,  based on  non-substantive  issues  concerning the
timeliness  of the appeal with  respect to the Prior  Merger  Order and the June
1999 order denying reconsideration of the Prior Merger Order. The Second Circuit
has granted the motion to dismiss  the appeal as to the Prior  Merger  Order but
not as to the June 1999  order.  The  appeal on the  merits is  currently  being
briefed and likely will be argued in the Fall of 2001.

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

                                       5
<PAGE>

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 WOM will then be liquidated.  In
addition,  if at any time the  Bansbach  Litigation  is  decided in favor of the
defendants,  or if the  Prior  Merger  Order  is  reversed,  WOM  will  then  be
liquidated.

The Contribution Agreement

        Pursuant to the Contribution Agreement, Besicorp transferred to WOM the
interests in the Bansbach Litigation it had received from Old Besicorp as a
result of the Prior Merger Order; however, WOM will be required to return such
interests if a Prior Merger Order Reversal occurs. As a result of the
Contribution, WOM - not Besicorp - will be entitled to any proceeds if there is
a judgment or settlement in favor of the plaintiff; and WOM - 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;

                                       6
<PAGE>

        -       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.


                                       7

<PAGE>
      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 April 30, 2001,
there was  approximately  $3.2  million  in the Escrow  Fund.)  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 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;

                                       8

<PAGE>

                                (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.

    The terms of the Escrow Agreement provide that the remaining proceeds of the
Escrow Fund will be released to Besicorp, subject to the satisfaction of certain
conditions, at any time after March 22, 2004.

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, WOM is not a party to any legal
proceedings.

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<PAGE>

     WOM is dependent  upon the  availability  of funds from the Escrow Fund for
the  reimbursement of the WOM Costs.  WOM's 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".  WOM believes that the approximately $3.2
million  in the  Escrow  Fund as of April  30,  2001 will be  sufficient  to pay
current and future WOM Costs.

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

Not applicable.

Item 5.    Market for Common Equity and Related Stockholder Matters.

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

        -       costs or difficulties related to our establishment as an
                independent entity (including 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.


                                       10
<PAGE>
     These  forward-looking  statements  speak only as of the date on which they
are made and we are not undertaking any obligation to update any forward-looking
statement to reflect events or circumstances  after the date of this report.  If
we do update or correct one or more forward-looking  statements,  you should not
conclude  that we will make  additional  updates  or  corrections  with  respect
thereto or with respect to other forward-looking statements.

Results of Operations

     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.


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

     We have also assumed the contingent  liabilities  comprising Old Besicorp's
interests in the Bansbach Litigation that Besicorp received from Old Besicorp as
a result of the Prior Merger Order. We believe that these contingent liabilities
generally  consist of any  damages for which Old  Besicorp  would be liable as a
result of the  resolution  of the  Bansbach  Litigation.  Therefore we intend to
defend 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

     As of March 31, 2001,  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

                                       11

<PAGE>


our existence, complying with the Exchange Act and such other matters as may be
reasonably necessary to permit the Bansbach Litigation to continue and (ii) WOM
Litigation Costs (i.e. our costs and expenses relating to (a) the Bansbach
Litigation, (b) litigation arising out of or relating to the Bansbach
Litigation, (c) the Spin-Off and (d) our existence. Therefore, the Escrow Fund
is not a source of funds to the extent we need more than $35,000 in any year
(except for WOM Litigation Costs which do not have a maximum amount).


We believe that the Escrow Fund will be available to satisfy any claims against
WOM resulting from the Bansbach Litigation, and accordingly, we do not believe
that the assumption of the contingent liabilities will have any adverse effect
on our financial position or liquidity. While we are dependent upon our ability
to obtain money from the Escrow Fund to pay these expenses and without
reimbursements from the Escrow Fund, we will not be able to pay our obligations
as they become due and may be forced to curtail activities, we believe that the
approximately $3.2 million in the Escrow Fund at April 30, 2001 will be
sufficient to fund the Annual Expenses, indemnify BGI Parent, Old Besicorp and
other Purchaser Indemnities pursuant to the Indemnification Agreement and
reimburse Besicorp for its Litigation Costs.

Item 7.    Financial Statements

Our financial statements are set forth at page F-1.

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

The information required by this item has previously been reported.


                                    PART III


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

     Set  forth  below is serving as executive officers and directors of WOM.

                                       12

<PAGE>


Michael F. Zinn

    Mr. Zinn, 47, currently serves as direcor of WOM. He served as President and
Chief Executive  Officer of WOM from December 20, 1999 through April 1, 2001. In
June 1997,  Mr. Zinn  entered  guilty  pleas  pursuant to a plea  bargain to two
felony counts in the United States  District Court for the Southern  District of
New York in  connection  with the  Proceeding.  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 is a cousin of Frederic M. Zinn, a director and executive officer
of WOM.

James E. Curtin

   Mr. Curtin, 51, has been Treasurer of WOM since December, 1999. He joined Old
Besicorp as Corporate  Controller  in August 1995 and was appointed an executive
officer of Old  Besicorp  with the title of Vice  President  and  Controller  in
November 1997. He resigned as an officer of Old Besicorp in March 1999. Prior to
joining Old Besicorp, Mr. Curtin was Director of Financial Reporting for ENSERCH
Engineers  and  Constructors  from  1994 to  1995,  and held  several  financial
management  positions  with  Ebasco  Services,   Incorporated,  an  engineering,
construction  and consulting  firm, from 1981 to 1994. Mr. Curtin holds a BBA in
Accounting Practice from Pace University.

Frederic M. Zinn


  Mr. Zinn, 43, has been a director of WOM since December 1999, President of WOM
since April 1, 2001 and has served as Senior Vice President, General Counsel and
Secretary  of  Besicorp  since  November,  1998.  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 Michael F. Zinn,
the Chairman of the Board, Chief Executive Officer and President of WOM.

Item 10.   Executive compensation

         During the fiscal year ended March 31, 2001, 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 directors and executive officers, may
receive compensation for such services from Besicorp.

                                       13

<PAGE>

     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 June
28, 2001 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.



                      Number of Shares
Name of               of Common Stock               Percent of Common Stock
Beneficial Owner     Beneficially Owned (1)         Beneficially Owned (1)

Michael F. Zinn            57,967 (2)                       46.9%
Frederic Zinn                   -                              *
James Curtin                    -                              *
Harold M. Zinn             10,000                            8.1%
   25 South Street
   Rhinebeck, NY 12572

Current directors and
executive officers as
a group (3 persons)        57,967                            46.9%

* 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.
        Michael F. Zinn is the Chief Executive Officer and President of Besicorp
        Holdings.    Avalon   Ventures   owns approximately  94.5% of the shares
        of Besicorp  Holdings'  common  stock and  therefore  can appoint and
        remove the  directors.  The only members of Avalon are Michael F. Zinn
        and his wife,  Valerie Zinn, who owns a nominal  interest in Avalon.
        Michael F. Zinn is the sole manager of Avalon and  therefore is the only
        person with power to vote or dispose of Avalon's shares of Besicorp
        Holdings' Common Stock.


The address for each of the individuals identified above is, except as otherwise
indicated: 1151 Flatbush Road, Kingston, New York 12401.

Item 12.   Certain Relationships And Related Transactions

During the past year, we have not engaged in any transaction with our executive
officers, directors or any holders of five percent or more of our Common Stock.
Certain of our executive officers and directors may have entered into
transactions with Besicorp or Old Besicorp.

                                       14
<PAGE>

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

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

2.1                     Contribution and Distribution Agreement by and between
                        Besicorp and WOM3

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

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

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

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

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

______________________

1       Incorporated by reference to the corresponding exhibit filed with the
        Company's Registration Statement on Form 10-SB with the SEC on or about
        January 6, 2000.

2       Incorporated by reference to the corresponding exhibit filed with the
        Company's Amendment No. 1 to the Registration Statement on Form 10-SB
        filed with the SEC on or about March 14, 2000.

3       Incorporated by reference to the corresponding exhibit filed with the
        Company's Post-Effective Amendment No. 1 to the Registration Statement
        on Form 10-SB filed with the SEC on or about April 7, 2000.

(b)  Reports on Form 8-K
None
                                       15
<PAGE>

INDEX TO THE FINANCIAL STATEMENTS OF WOM, INC.

<TABLE>
<CAPTION>

<S>                                                                                             <C>
Index to the Financial Statements of WOM, Inc............................................     F-1

Independent Auditor's Report.............................................................     F-2

Balance Sheet as of March 31, 2001 and March 31, 2000....................................     F-3

Statement of Operations for the year ended March 31, 2001 and
for the period December 14, 1999 (Inception) through March 31, 2000.....................      F-4

Statement of Changes in Shareholders' Equity (Deficiency) for the year
ended March 31, 2001 and for the period December 14, 1999 (Inception)
through March 31, 2000 ................................................................       F-5

Statement of Cash Flows for the year ended March 31, 2001 and for the
period December 14, 1999 (Inception) through March 31, 2000. ..........................       F-6

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

</TABLE>

                                      F-1
<PAGE>

[LOGO]


Independent Auditor's Report


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

We have audited the accompanying balance sheets of WOM, Inc. as at March 31,
2001 and 2000, and the related statements of operations, changes in
shareholders' equity, and cash flows for the year ended March 31, 2001 and for
the period from inception, December 14, 1999, to March 31, 2000. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing 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 at March 31, 2001
and 2000 and the results of its operations and its cash flows for the year ended
March 31, 2001 and for the initial period ended March 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.





                                                /s/ URBACH KAHN & WERLIN LLP


June 26, 2001
Albany, New York

                                      F-2

<PAGE>


                                    WOM, INC.
                                  BALANCE SHEET

<TABLE>
<CAPTION>

<S>                                                                              <C>                         <C>

                                                                                 March 31, 2001              March 31, 2000
                                                                                 --------------              --------------
                                     ASSETS


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

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses                                                                 $       4,080               $        100
                                                                                   -----------                  ---------
    Total Liabilities                                                                    4,080                        100
                                                                                   -----------                  ---------
Shareholders' Equity:
Common stock, $.01 par value, 250,000 shares authorized;
    issued 125,811 at March 31, 2001 and 100 at
    March 31, 2000                                                                      1,258                           1
Additional paid in capital                                                                  -                          99
Accumulated deficit                                                                    (5,284)                       (146)
                                                                                    ----------                    --------
       Total Shareholders' Equity (Deficit)                                            (4,026)                        (46)
                                                                                    ----------                    --------
       Total Liabilities and Shareholders' Equity                                 $        54                $         54
                                                                                    ==========                    ========
</TABLE>
See accompanying notes to unaudited financial statements.

                                      F-3


                                    WOM, INC.
                             STATEMENT OF OPERATIONS

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

                                                                                      For the Period
                                                                                      December 14, 1999
                                                            For the Year Ended        (Inception) Through
                                                              March 31, 2001          March 31, 2000
                                                            -------------------       --------------------

Costs and Expenses:
    Selling, general and
        administrative expenses                             $     3,940               $       46
                                                              ---------                  --------
        Total Costs and Expenses                                  3,940                       46
                                                              ---------                  --------
Loss Before Income Taxes                                         (3,940)                     (46)

Provision for Income Taxes                                          (40)                    (100)
                                                              ---------                  --------
Net Loss                                                    $    (3,980)              $     (146)
                                                              ==========                 ========
Basic Loss per Share                                              (0.03)                   (4.46)
                                                              ==========                 ========
Basic Weighted Average Number
    of Shares Outstanding`                                      123,676                      100
                                                              ==========                 ========

</TABLE>
See accompanying notes to financial statements.

                                       F-4

<PAGE>



                                    WOM, INC.
             STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
       For The Period December 14, 1999 (Inception) Through March 31, 2001

<TABLE>
<CAPTION>
<S>                                      <C>                  <C>                 <C>                          <C>
                                                                Additional        Retained Earnings
                                         Common Stock         Pain-In Capital         (Deficit)                Total
                                         ------------         ---------------     -----------------            -----

Initial Capitalization
December 14, 1999                        $         1            $        99        $                          $  100


Net loss for the year                                                                    (146)                  (146)
                                           ----------            -----------         ---------                 -------

Balance at March 31, 2000                $         1            $        99        $     (146)                 $ (46)


Issuance of common stock                       1,358                    (99)           (1,259)                     0


Forfeitures of Restricted Stock                 (101)                                     101                      0


Net Loss for the Year                                                                  (3,980)                (3,980)
                                           ----------             -----------        ---------                 ------

Balance at March 31, 2001                $     1,258            $         0        $   (5,284)              $ (4,026)
                                           ==========             ===========        ==========                ======
</TABLE>
See accompanying notes to financial statements.


                                       F-5

<PAGE>



                                    WOM, INC.
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>


 <S>                                                       <C>                       <C>
                                                                                For the Period
                                                                                December 14, 1999
                                                      For the Year Ended        (Inception) Through
                                                         March 31, 2001         March 31, 2000
                                                      -------------------       --------------------

Operating Activities:

    Net loss                                              $       (3,980)           $         (146)
Adjustments:
    Increase in accrued expenses                                   3,980                       100
                                                           --------------             -------------
    Net Cash Used
        By Operating Activities                                       -                       (46)
                                                           --------------              -------------
Financing Activities:
    Initial Capitalization                                            -                       100
                                                           --------------               ------------
    Net Cash Provided By Financing Activities                         -                       100
                                                           --------------               ------------
Increase in Cash                                                      0                        54
Cash Beginning                                                       54                         0
                                                           --------------               ------------
Cash Ending                                               $          54            $           54
                                                            ==============              ============
Supplemental Cash Flow Information:
    Interest paid                                         $           0            $            0
    Income taxes paid                                                 0                         0


</TABLE>

See accompanying notes to financial statements.


                                       F-6
<PAGE>



                                   WOM, INC.
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION

WOM, Inc. ("WOM") 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).


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 Michael F. Zinn (then the Chairman of
the Board, President and Chief Executive Officer of Old Besicorp and currently
the Chairman of the Board, President and Chief Executive Officer of Besicorp and
the Chairman of the Board, President and Chief Executive Officer of WOM), 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, 2000, 1999 and 1998, 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 was the Vice President, Chief Financial Officer and Corporate Secretary
of Old Besicorp (and who is currently a director, Executive Vice President and
Chief Financial Officer of Besicorp) and was subpoenaed for information in
connection with the Proceeding; (c) all legal expenses, costs and fines incurred

                                      F-7

<PAGE>

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. If Bansbach
ultimately prevails on all of his claims, the Bansbach Litigation could result
in the recovery of approximately $1.2 million, excluding interest and punitive
damages.

The trial court dismissed the action, stating that the plaintiff had failed to
make the requisite pre-suit demand upon the Old Besicorp Board and had failed to
demonstrate that such a demand would be futile. The plaintiff appealed this
decision. On February 4, 1999, the Appellate Division reversed the trial court?s
dismissal and reinstated the action finding that the bare allegations of the
complaint sufficiently alleged that a pre-suit demand on the Old Besicorp Board
would have been futile. The plaintiff subsequently moved for summary judgment
and the trial court granted the motion for summary judgment as to liability for
amounts for which Michael Zinn had been indemnified by Old Besicorp, but not as
to the quantification of damages. The trial court granted the motion for summary
judgment only as against Michael Zinn and only on the issue of liability. This
decision is being appealed. It is believed that the plaintiff will seek damages
of approximately $1 million.

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 more 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 are 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.

                                      F-8
<PAGE>

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.
Besicorp filed a motion for reconsideration of the Prior Merger Order and the
District Court in June 1999 denied this motion (the "June Order"). Besicorp
appealed the Prior Merger Order and the June Order to the United States Court of
Appeals for the Second Circuit (the "Second Circuit"). Lichtenberg and Bansbach
moved to dismiss the appeal, in part or in whole, based on non-substantive
issues concerning the timeliness of the appeal with respect to the Prior Merger
Order and the June Order. The Second Circuit dismissed the appeal as to the
Prior Merger Order but not as to the June Order. The appeal on the merits is
currently being briefed and likely will be argued in the Fall of 2001.

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 deem 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

                                   F-9
<PAGE>

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.


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, or if the
Prior Merger Order is reversed, WOM will then be liquidated.

NOTE 3 OPERATIONS

On account of WOM's very limited activities, WOM has no full-time employees and
no offices.   WOM is not compensating its officers 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. During the fiscal year ended March 31, 2001, 10,075
restricted shares, which had been granted to certain employees of Besicorp and
which had been included in the shares of Common Stock at the date of the Merger,
were forfeited by those employees.

NOTE 5 ESCROW FUND (UNAUDITED)

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

                                      F-10

<PAGE>

Costs. As of April 30, 2001, as a result of permitted releases aggregating
approximately $4.1 million and after giving effect to interest income
aggregating approximately $0.8 million, the Escrow Fund contained approximately
$3.2 million.

NOTE 6  INCOME TAXES/DUE TO PARENT

The provision for income taxes for Fiscal 2000 and 2001 represents the minimum
tax liability due to New York State. The Company's results are included in the
consolidated tax returns of Besicorp, and the minimum tax paid by Besicorp on
behalf of WOM is included in Accrued Expenses.

                                      F-11
<PAGE>

                                    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 Michael F. Zinn and his
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 Deferred Payment Right means the right to Besicorp Deferred Payments.

Besicorp Deferred Payments mean the Deferred Payments and the Escrow Fund
Payments.

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.

                                      G-1
<PAGE>

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.

Deferred Payments mean the additional cash payments, if any, to be paid by the
Surviving Corporation equal to (i) the sum of all additional amounts received by
Besicorp which are required to be paid pursuant to the Plan of Merger to the
Outside Participating Shareholders (net of corporate taxes for such amounts)
divided by (ii) the number of Outside Participating Shareholders' Shares.

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 or to be amended by the Escrow
Agreement Amendment.

Escrow Agreement Amendment means Amendment No. 1 to the Escrow Agreement, dated
as of February 23, 2000, to be 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.

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.

                                      G-2
<PAGE>

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

Instructions mean Besicorp's irrevocable instructions to the Escrow Agent to
release the Escrow Fund Payment Distributions to the Payment Agent for
distribution to the Outside Participating Shareholders.

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 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.

                                      G-3
<PAGE>
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.

Trust means The Zinn Family Charitable Trust.

WOM means WOM, Inc., a New York corporation and 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

                                      G-4
<PAGE>

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.

                                      G-5

<PAGE>

                                   SIGNATURES


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

                                                    WOM, Inc.

                                        By:    /s/ Frederic M. Zinn
                                               --------------------------
                                                   Frederic M., President
July 11, 2001

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             President and Director          July 11, 2001
   ----------------             (principal executive officer)
   Frederic M. Zinn



/s/Michael F.Zinn               Director                        July 11, 2001
   ---------------
   Michael F. Zinn


/s/James E. Curtin              Vice President, Controller      July 11, 2001
   ---------------              (principal financial and
   James E. Curtin              accounting officer)