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SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, DC 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, 2005



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

COMMISSION FILE NUMBER:   000-28789

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

|New York                          |  | 14-1818862
|--------------------------------- |  | ----------
|(State or other jurisdiction      |  |           
|of incorporation or organization) |  |           
|                                  | 

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
reports), and (2) has been subject to filing requirements for the past 90 days.

Yes  [X]             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 29, 2005, 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.



# 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 officer 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 1999to 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 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 a director 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 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 Company has
filed an appeal from that order and will continue to vigorously defend this action.

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.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------

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 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.

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;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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, 1999other 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, 1999other 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, 1999arising 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, 2005, there was approximately $1.8
million in assets in the Escrow Fund including a subordinated note of $1.66 million
(inclusive of principal and accrued interest)). 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.

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, including the final settlement of the Bansbach Litigation
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.

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 $1.5 million in assets
in the Escrow Fund as of May 31, 2004 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.

Forward-Looking
Information

# Item 6.
Managements Discussion and Analysis or Plan of Operations

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 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.

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 and Off Balance Sheet Arrangements

As
of March 31, 2005 we had cash of $54, which represented our initial capitalization less
bank charges. We will not attempt to incur debt or raise capital. However, the parties to
the Escrow Agreement, which was executed in connection with the Prior Plan of Merger, have
agreed (i) to permit us to receive up to $35,000 (the Annual Expenses)
annually in reimbursements from the Escrow Fund to cover our reasonable expenses in
connection with maintaining our existence, complying with the Exchange Act and such other
matters as may be reasonably necessary to permit the Bansbach Litigation to continue and
(ii) WOM Litigation Costs (i.e. our costs and expenses relating to (a) the Bansbach
Litigation, (b) litigation arising out of or relating to the Bansbach Litigation, (c) the
Spin-Off and (d) our existence. Therefore, the Escrow Fund is not a source of funds to the
extent we need more than $35,000 in any year (except for WOM Litigation Costs which do not
have a maximum amount).

At
May 31, 2005, the assets of the Escrow Fund were approximately $1.8 million consisting of
$140,000 in cash and $1.66 million in principal and accrued interest on a secured note
arrangement with an entity related to the Company through common ownership and control.
The obligations evidenced by the note and the related security are subordinated to the
rights of senior creditors.

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

# Item 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

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 (one individual performs both functions), of the effectiveness of the
design and operation of the Companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).
Based on this evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures were
effective in timely alerting them to material information relating to the Company required
to be included in the Companys periodic filings with the Securities and Exchange
Commission.

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

Set
forth below are the individuals serving as executive officer and directors of WOM. The
Company does not have an audit committee or an audit committee financial expert. No such
expert is required because the Company does not engage in operational activities and its
financial statements are simple.

Michael F. Zinn

Mr. 
Zinn, 52, has been a director of WOM since December 1999. He served as President and Chief Executive Officer of WOM from December 1999 through March 2001. He is a cousin of Frederic M. Zinn, a director and executive officer of WOM.

Frederic M. Zinn

Mr. 
 Zinn, 47, 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
 Michael F. Zinn, a director of WOM.

Code of Ethics

The
Company has not adopted a code of ethics and does not acticipate adopting such code in the
near future inasmuch as the Company does not engage in any operating activities.

# Item 10. Executive
compensation

During
the fiscal year ended March 31, 2005, 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.

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, 2005 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.



|Name of Beneficial Owner        | Number of Shares of 
Common Stock Beneficially
        Owned (1) | Percent of Common Stock
  Beneficially Owned (1)
|------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------
|Michael F. Zinn(3)              |                                                                  | 57,967                                          
|Frederic M. Zinn(3)             |                                                                  | --                                              
|Harold M. Zinn                  |                                                                  | 10,000                                          
|2295 S. Ocean Blvd              |                                                                 
|Palm Beach, FL 33480            |                                                                 
|                                |                                                                  |                                                 
|Current directors and executive |                                                                  | 57,967                                          
|officer as a group (2 persons)  |                                                                 
|                                |                                                                  |                                                 
|                                |                                                                 

* 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 a director of Besicorp Holdings. Avalon 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
          ex-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.

(3)    
The address for directors and executive officers is the address of the Companys executive offices.



# 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 Securities and Exchange Commission.
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, 2005, all
officers, directors, and greater than ten percent beneficial owners complied with all
applicable Section 16(a) filing requirements.

# 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 $1million to Besicorp-Empire Development Company, LLC (BEDCO), an
entity in which Michael Zinn, a principal shareholder and director of Company, has an
indirect controlling interest. The interest rate on the loan accrues at the rate of 25% per annum (compared to
the interest rate of less than three percent (3%) per annum such funds were previously
earning) and is secured by substantially all of BEDCOs assets. The repayment of
this loan 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.



# Item 13. Exhibits

|Exhibit No | Description
|---------- | -----------
|           |            
|2.1        |            
|3(i)       |            
|3(ii)      |            
|10.1       |            
|           |            
|10.2       |            
|           |            
|10.3       |            
|           |            
|31.1       |            
|32.1       |            
|           |            

---

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

| | 2
Incorporated by reference to the corresponding exhibit filed with the Companys
Registration Statement on Form 10-SB with the SEC on or about January 6, 2000.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3
Incorporated by reference to the corresponding exhibit filed with the Companys
Amendment No. 1 to the Registration Statement on Form 10-SB filed with the SEC on or about
March 14, 2000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# Item 14. Principal
Accountant Fees and Services.

Audit Fees. For the year ending
March 31, 2005  the Company paid UHY LLP (UHY) and Urbach Kahn & Werlin LLP (UKW)
$4,330 and $3,540, respectively, and for the year ending March 31, 2004, paid UKW $3,900 for professional services rendered for the audit of the
financial statements included in the Companys Annual Reports on Form 10-KSB and for
reviews of the financial statements included in the Companys Quarterly Reports on
Form 10-QSB.

Audit-Related Fees. The Company did
not pay UHY or UKW  for the year ending March 31, 2005 and UKW for the year ending March 31, 2004, any sums for assurance and
related services that were reasonably related to the
performance of the audit or review of the Companys financial statements and that
were not reported under Audit Fees above.

Tax Fees. The Company did not pay UHY or UKW
 for the year ending March 31, 2005 and UKW for the year ending March 31, 2004, any sums for tax compliance, tax advice and
tax planning.

All Other Fees. The Company did not
pay UHY or UKW  for the year ending March 31, 2005 and UKW for the year ending March 31, 2004, 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 the Company that it has a continuing relationship with UHY Advisors NY, Inc. (formerly called Urbach Kahn & Werlin Advisors, Inc) (Advisors)
from which it leases staff who are full time permanent employees of Advisors and through which the partners of UHY provide non-audit services.  While serving as the Companys independent auditors, UKW maintained a similar continuing
relationship with Advisors.  As a result of their arrangement with Advisors, UHY and UKW have no full time employees and, therefore,
 all of the services referred to above under Audit Fees were performed for the Company by UHY or UKW, as the case may be,
 through permanent, full time employees of Advisors leased to UHY or UKW.  UHY manages and supervises its audit engagements and the audit staff and is exclusively responsible for the report rendered in connection
with its audit of the Companys March 31, 2005 financial statements.  Similalrly, UKW managed and supervised its audit engagement and the audit staff and is exclusively responsible for the report rendered in connection with its audit of the Companys March 31, 2004 financial statements.



INDEX TO THE FINANCIAL STATEMENTS OF
WOM, INC.

Independent
Auditors ReportF-2

Report of Independent Registered Public Accounting Firm
F-3

Balance Sheet as of March 31, 2005
and March 31, 2004.F-4

Statement of Operations for the years
ended March 31, 2005 and March 31, 2004
F-5

Statement of Changes in
Shareholders Equity (Deficiency) for the yearsended March 31, 2005 and March 31,
2004
F-6

Statement of Cash Flows for the years
ended March 31, 2005and March 31, 2004
F-7

F-1

---

# Independent
Auditors Report

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

We have audited the accompanying
balance sheet of WOM, Inc. as of March 31, 2004, and the related statements of operations,
changes in shareholders equity, and cash flows for the year then ended. 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 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 audit provides 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, 2004, and the results of its operations and its cash
flows for the year then ended, 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.

Albany, New YorkJune 28,
2004                    
                    
                              
                    /s/ Urbach Kahn & Werlin LLP

F-2

---

# Report of Independent
Registered Public Accounting Firm

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

We have audited the accompanying
balance sheet of WOM, Inc. as of March 31, 2005, and the related statements of operations,
changes in shareholders equity, and cash flows for the year then ended. 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 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, 2005, and the results of its operations and its cash
flows for the year then ended, 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.

Albany, New YorkJune 2,
2005                    
                    
                              
                    /s/ UHY LLP

F-3

---



WOM, INC.BALANCE SHEET

|                                                    | March 31, 2005 | March 31, 2004          
|--------------------------------------------------- | -------------- | ------------------------
|ASSETS                                              |                |                         
|Cash                                                |                | $                     54
|                                                    |                |                         
|                                                    |                |                         
|LIABILITIES AND                                     |               
|SHAREHOLDERS EQUITY                                |               
|Accrued expenses                                    |                | $                5,665  
|                                                    |                |                         
|                                                    |                |                         
|Total Liabilities                                   |                | 5,665                   
|                                                    |                |                         
|                                                    |                |                         
|Shareholders Equity:                               |               
|Common stock, $.01 par value, 250,000 shares        |               
|authorized; 118,436 shares issued at March 31, 2005 |               
|and 2004                                            |                | 1,184                   
|                                                    |                |                         
|Accumulated deficit                                 |                | (6,795)                 
|Total Shareholders' Equity (Deficit)                |                | (5,611)                 
|                                                    |                |                         
|Total Liabilities and Shareholders'                 |               
|Equity                                              |                | $                     54
|                                                    |                |                         
|                                                    |                |                         

See accompanying notes to financial
statements.

F-4



---

WOM, INC. STATEMENT OF OPERATIONS

|                                                        | For the Year Ended March 31, 2005 | For the Year EndedMarch 31, 2004
|------------------------------------------------------- | --------------------------------- | --------------------------------
|Revenues                                                |                                   |                                 
|Costs and Expenses                                      |                                   |                                 
|                                                        |                                   |                                 
|Income Before Income Taxes                              |                                   |                                 
|Provisions for Income Taxes                             |                                   |                                 
|                                                        |                                   |                                 
|Net Income                                              |                                   |                                 
|                                                        |                                   |                                 
|Basic Income per Share                                  |                                   |                                 
|                                                        |                                   |                                 
|Basic Weighted Average     Number of Shares Outstanding |                                   |                                 
|                                                        |                                   |                                 

See accompanying notes to financial
statements.

F-5



---

WOM, INC. STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT) For The YearsEnded March 31, 2005 and 2004

|                          | CommonStock | Additional Paid-In Capital | Retained Earnings(Deficit) | Total
|------------------------- | ----------- | -------------------------- | -------------------------- | -----
|Balance at March 31, 2003 |             |                            | $                          | 1,184
|                          |             |                            |                            |      
|Net Income for the Year   |             |                            |                            | --   
|                          |             |                            |                            |      
|Balance at March 31, 2004 |             |                            |                            | 1,184
|                          |             |                            |                            |      
|Net Income for the Year   |             |                            |                            | --   
|                          |             |                            |                            |      
|Balance at March 31, 2004 |             |                            | $                          | 1,184
|                          |             |                            |                            |      
|                          |             |                            |                            |      

See accompanying notes to financial
statements.

F-6



WOM, INC. STATEMENT OF CASH FLOWS

|                                    | For the Year EndedMarch 31, 2005 | For the Year EndedMarch 31, 2004
|----------------------------------- | -------------------------------- | --------------------------------
|Operating Activities:               |                                  |                                 
|Net Income                          |                                  | $            0                  
|Adjustments                         |                                  | 0                               
|Net Cash Provided                   |                                 
|By Operating Activities             |                                  | 0                               
|Increase in Cash                    |                                  | 0                               
|Cash Beginning                      |                                  | 54                              
|Cash Ending                         |                                  | $        54                     
|                                    |                                  |                                 
|                                    |                                  |                                 
|Supplemental Cash Flow Information: |                                 
|Interest paid                       |                                  | $            0                  
|Income taxes paid                   |                                  | $            0                  
|                                    |                                 

See accompanying notes to financial
statements.

F-7

---

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 Michael F. Zinn (then the Chairman of the Board, President and Chief Executive Officer of Old Besicorp and currently a
director of both Besicorp and 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, 2005, and 2004, 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 Company has filed an appeal
from that order and will continue to vigorously defend this action.

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.

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, 2005.

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, 2005, as a result of permitted releases aggregating approximately $6.3 million and after giving effect to
interest income earned aggregating approximately $1.6 million, assets of the Escrow Fund approximated $1.8 million. The assets of the
escrow fund include approximately $140,000 in cash and cash equivalents and $1.66 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

For Fiscal 2005 and 2004, income taxes approximating $800 for each year representing the minimum tax liability due to
New York State, were reimbursed from the Escrow Fund.

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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 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.

"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 $.O1 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.

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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. ZinnFrederic M. Zinn, President
|July 13, 2005 |     |                                                

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                                                                                               
|-------------------- | ----- | ---------------------------------------------------------------------------------------------------
|                     |       |                                                                                                    
|                     |       | President and Director (principal executive officer and principal financial and accounting officer)
|                     |      
|                     |      
|                     |      
|/s/ Frederic M. Zinn |      
|Frederic M. Zinn     |       |                                                                                                    
|/s/ Michael F. Zinn  |      
|Michael F. Zinn      |       | Director                                                                                           



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