UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K


(Mark
One)


[X] ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended September 30, 2008





[ ] TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from  _______ to
__________.





Commission
File No:  333-88480


BBM HOLDINGS,
INC.


(Exact
Name of Registrant as Specified in its Charter)





Utah                                                         13-3709558


(State or Other Jurisdiction
of          (I.R.S. Employer
Identification No.)


Incorporation or Organization)





1245
Brickyard Rd., #590


Salt Lake City, Utah
84106


(Address
of Principal Executive Offices)





(801)
433-2000


Registrant’s
telephone number, including area code





Securities
registered under Section 12(b) of the Exchange Act: None


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





Common Stock, no par
value


(Title of
Class)







Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
[   ]  No  [ X ]




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes
[    ]  No [  X ]




Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities
Exchange  Act  of 1934 during
the  preceding  12 months (or for such shorter period that
the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for past 90 days.


Yes [X]
No  [   ]




Indicate
by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation S-K (§ 229.405) is not contained herein, and will not 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-K or any amendment to this Form
10-K.


Yes  [X]
No [   ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.




(Check
One): Large Accelerated Filer [   ] Accelerated Filer
[   ] Non-Accelerated Filer [  ]







1




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




(Check
One): Large accelerated filer  [  ] Accelerated filer
[  ] Non-accelerated filer [  ] Smaller reporting company
[  ]






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




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold at December 29, 2008 was $2,124,330. For purposes of this disclosure,
shares of common stock held by persons who hold more that 5% of the outstanding
shares of common stock and shares held by executive officers and directors of
the registrant have been excluded because such persons may be deemed to be
affiliates. The determination of executive officers or affiliate status is not
necessarily a conclusive determination for other purposes.




At
December 31, 2008, the registrant had 25,247,006 shares of Common Stock
outstanding.




2





TABLE OF
CONTENTS
  Part
      I
              
              
              4Item
      1.
              BUSINESS
              4Item
      2.
              PROPERTIES
              10Item
      3.
              LEGAL
      PROCEEDINGS
              10Item
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              10Part
      II
              
              
              10Item
      5.
              MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER
      PURCHASE OF EQUITY SECURITIES
              10Item
      6.
              SELECTED
      FINANCIAL DATA
              11Item
      7.
              MANAGEMENTS'
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      PERATIONS
              11Item
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              14Item
      8
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              14FINANCIAL
      STATEMENTS
              F1
      - F19Item
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              15Item
      9A.
              CONTROLS
      AND PROCEDURES
              15Part
      III
              
              
              16Item
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              16Item
      11.
              EXECUTIVE
      COMPENSATION
              18Item
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK
      HOLDER MATTERS
              20Item
      13.
              CERTAIN
      RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE
              22Item
      14.
              PRINICIPAL
      ACCOUNTANT FEES AND SERVICES
              22Part
      IV
              
              
              23Item
      15.
              EXHIBITS
              23Signatures
              
              24Certification
      pursuant to Section 302 of the Sarbanes Oxley Act of 2002
              Exhibit
      31Certification
      pursuant to Section 906 of the Sarbanes Oxley Act of 2002
              Exhibit
      32





3


Part  I




Item  1.
            BUSINESS.




Our
discussion and analysis of the business and subsequent discussion of financial
conditions may contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Statements that are not historical in nature,
including statements about beliefs and expectations, are forward-looking
statements.  Words such as “may,” “will,” “should,” “estimates,”
“predicts,” “believes,” “anticipates,” “plans,” “expects,” “intends” and similar
expressions are intended to identify these forward-looking statements, but are
not the exclusive means of identifying such statements. Such statements are
based on currently available operating, financial and competitive information
and are subject to various risks and uncertainties as described in greater
detail in our “Risk Factors” on page 14 of this Annual Report. You are cautioned
that these forward-looking statements reflect management’s estimates only as of
the date hereof, and we assume no obligation to update these statements, even if
new information becomes available or other events occur in the future. Actual
future results, events and trends may differ materially from those expressed in
or implied by such statements depending on a variety of factors, including, but
not limited to those set forth in our filings with the Securities and Exchange
Commission (“SEC”). Specifically, and not in limitation of these factors, we may
alter our plans, strategies, objectives or business.




We are a
reporting company and file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, proxy statements or other information that we file at the SEC’s public
reference room at 100 F Street N.E., Room 1580, Washington, D.C., 20549. You can
also request copies of these documents by writing to the SEC and paying a fee
for the copying costs. Please call the SEC at 1-800-SEC-0330 for more
information about the operation of the public reference room. Our public filings
with the SEC are also available on the web site maintained by the SEC athttp://www.sec.gov.





General
and Historical





Summary





BBM
Holdings, Inc (formerly Prime Resource, Inc.) (“BBM”, the “Company” or the
“Registrant”) is a Utah corporation that was organized on March 29, 2002 as a
successor entity to Prime, LLC, a Utah limited liability company. BBM is
currently a “shell company” and does not have any active business operations or
active business assets.  The Company is considering entry into the
biotechnology industry.  Accordingly, the Company has entered into an
agreement with Dr. S. Z. Hirschman, to act as a part-time
consultant.  The Company has entered into an agreement to acquire
certain pre-clinical compounds from Dr. Hirschman that subject to the Company’s
due diligence is anticipated to close on May 13, 2009.  Please see
“Material Subsequent Events.”




On April
30, 2006, Prime Resource, Inc. transferred substantially all of its assets,
essentially becoming a “shell company” without any active business purpose or
active business assets.  On March 22, 2007, the Registrant changed its
name to “BBM Holdings, Inc.”  On March 30, 2007 (the "Effective
Date"), Prime Acquisition, Inc., a wholly-owned subsidiary of the Registrant,
merged with and into Broadband Maritime, Inc. (“Broadband”), a company providing
broadband internet service and international telephone service for the maritime
industry.  On June 5, 2007, the Registrant announced that it ceased
operations and reduced employment to a small residual force.




Background of Prime
Resource, Inc.




Historically,
Prime Resource, Inc. was primarily engaged in group insurance brokerage as well
as investment and pension consulting, through its wholly-owned subsidiaries,
Belsen Getty, LLC and Fringe Benefit Analysts, LLC.




The
Registrant under its former name “Prime Resource, Inc.” completed a public
offering of 150,000 shares of its Common Stock in July 2002. BBM has reporting
obligations under Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").




As of
April 30, 2006, substantially all the assets (other than approximately $35,000
of cash or other liquid assets and common stock and warrants to purchase common
stock of Lightspace Corporation having an approximate value of $372,000 as of
September 30, 2006) and liabilities of Prime Resource, Inc. were transferred to
a private business entity controlled by the principal shareholders of Prime
Resource, Inc. (pre-Merger) in exchange for a reduction in the number of the
Registrant's shares held by such shareholders and other
consideration.




4


The Merger with
Broadband




Immediately
prior to the Merger, the Registrant was a “shell company” that did not have any
active business purpose or active business assets.




On March
30, 2007 (the "Effective Date"), Prime Acquisition, Inc., a wholly-owned
subsidiary of the Registrant, merged with and into Broadband (the “Merger”), and
the stockholders of Broadband received Common Stock of the Registrant. As a
result of the Merger, Broadband is the surviving corporation and the
Registrant's only wholly-owned subsidiary and, formerly, its sole operating
entity. Broadband was a telecommunications engineering and service company
offering turn key, always-on Internet access to commercial shipping fleets. For
purposes of accounting, Broadband is treated as the accounting acquirer and as
such these consolidated financial statements present the former operations of
Broadband for all periods presented.




In
connection with the Merger, the Articles of Incorporation of the Registrant were
amended on March 22, 2007, to (1) change its name to "BBM Holdings, Inc." and
(2) increase the total authorized capital stock of the Registrant to 60,000,000
shares, of which 50,000,000 shares were designated common stock, no par value,
and 10,000,000 shares were designated preferred stock, no par value, of which
1,454,090 shares of the Preferred Stock were designated Series A Preferred Stock
(the "Series A Stock"). Prior to the Merger, the Registrant paid a dividend of
one share of Series A Stock per share of Common Stock outstanding. Each share of
Series A Stock represents the right to exchange such share for a pro rata share
(among the issued and outstanding Series A Stock) of whatever right, title and
interest is held by the Registrant in the Units consisting of 465,000 shares of
common stock of Lightspace, and warrants to purchase common stock of Lightspace
(the "Lightspace Securities"), described in the Company’s Quarterly Report on
Form 10-QSB filed by the Registrant on November 16, 2006. This prorata
distribution of the LightSpace Units took place on June 30, 2008 and therefore
the 1,454,090 preferred shares were deemed obsolete as that was their only
purpose.




In
addition, in connection with the Merger, the Registrant changed its fiscal year
from December 31 to September 30.




The
merger (reverse acquisition) described above has been accounted for as a
purchase business combination in which Broadband was the acquirer for accounting
purposes and BBM was the legal acquirer. No goodwill has been recognized since
BBM was a “shell company.”




Background of
Broadband




Broadband,
formerly ePCX.com Inc., was incorporated under the laws of the State of
Delaware. It was formed as a New Hampshire corporation in November 1999.
Broadband was founded to develop innovative, cost-effective voice and data
network solutions for use in niche markets.




Until
June, 2007, Broadband was a US-based telecommunications service
provider.  Broadband developed a broadband internet service and
international telephone service for the maritime
industry.  Historically, Broadband’s technology provided online
connectivity to global traveling vessels as well as international telephone
service from the ship to worldwide destinations.  Broadband was a
telecommunications engineering and service company offering a turnkey solution
providing always-on Internet access to commercial shipping fleets, as well as
ship-to-shore telephone service with worldwide termination.




Discontinued Operations and
Divestment of Assets




On June
5, 2007, BBM Holdings announced that it ceased operations and reduced employment
to a small residual force.  The Company committed to this action
following a meeting of the Board of Directors (the “Board”) on May 31,
2007.  The Company received notification of the cancellation of two
customer contracts on May 22, 2007 and May 28, 2007, respectively.  In
addition, the Company’s largest customer announced that it would suspend further
installations of systems on its vessels for a four-month
period.   The Company also received notification of the
cancellation of a third customer contract on June 1, 2007.




5


Based on
the cancellations and suspension of installations, the Board assessed that the
Company’s installation schedule was severely jeopardized and the ability to
raise additional required funds would be greatly impaired.  The Board
directed management to cease operations immediately in order to conserve cash
and maximize the value of the Company.




On May
31, 2007, Mary Ellen Kramer and Zevi Kramer resigned as directors of the Company
effective as of such date.  The resignations of Ms. Kramer and Mr.
Kramer were not related to any disagreement between them and the Company on any
matter relating to the Company’s operations, policies or
practices.  Ms. Kramer continued to serve as the Principal Executive
Officer and Principal Financial Officer of the Company until November 1, 2007,
the closing of the sale of Broadband’s remaining assets.




The
Company has negotiated with substantially all of its current vendors to obtain a
release of long-term obligations.




Once the
assets of Broadband were disposed of, as discussed below, BBM Holdings Inc.
became essentially a “shell company” and does not currently have any active
business operation or active business assets, other than a consulting agreement
with Dr. S. Z. Hirschman and an agreement to acquire certain pre-clinical
compounds from Dr. Hirschman subject to the Company’s due diligence inquiry as
described in greater detail below in “Material Subsequent Events.’
 Management of the Company through the Board of Directors, on a time
available basis, will continue to search for, review and complete due diligence
on various potential merger or acquisition proposals for which management would
deem that the company would be a suitable acquisition candidate. To the date of
this report, no such acquisition or merger proposal has been identified, other
than an offer to acquire YM Biosciences, Inc. made by the Company on November
13, 2008, as described in greater detail below in “Material Subsequent
Events.”




The
following numbered paragraphs summarize the key consequences of the divestment
to the Company and its shareholders.




1.
            The
      discontinuation of the Company’s operations and the disposal of
      substantially all of the Company’s operating assets and the negotiated
      release from its outstanding liabilities substantially reduces the
      Company’s continuing cash
requirements.




2.
            The
      subsequent sale of the Company’s operations provides cash to the Company
      of $460,000 and releases the Company from liabilities of up to $465,000.
      This cash will pay the ongoing expenses of the Company as an inactive
      public company, including such matters as filing, accounting and legal
      fees necessary to maintain the Company’s trading on the Electronic
      Bulletin Board and continue it as a reporting company under the Securities
      and Exchange Act of 1934. As of September 30, 2008, the Company had cash
      of approximately $96,000.




3.
            The
      Board of Directors has the responsibility to continue to look for and
      obtain possible merger and acquisition candidates and proposals for the
      Company.




On
October 16, 2007, the Company agreed to sell substantially all of its assets
(primarily intellectual property and technology) relating to broadband services
to ships to private investors for $460,000 pursuant to an asset purchase
agreement (the “Asset Purchase Agreement”). The Company completed the
transaction on November 1, 2007, after receiving stockholder approval required
under Utah corporate law.  In conjunction with the completion of the
asset sale, BBM’s major customer has agreed to release the Company of its
obligation to pay accrued commissions of $45,000 as well as agreeing to withdraw
its claim of $420,000.




6


Change of
Auditor




On April
17, 2008 the Company’s board of directors appointed Child, Van Wagoner and
Bradshaw as the auditor for the Company.  There were no disagreements
with the Company’s prior auditor Rothstein Kass and the company thanked them for
their service. Child Van Wagoner and Bradshaw were the auditors for the Company
in 2005 and 2006 through March 31, 2007 at the time the Company acquired
Broadband.   This action was reported on a Current Report on Form
8-K, filed on April 23, 2008.




Continuation
of Company as an Inactive Public Entity




BBM will
continue on for so long as possible as a “shell” public company seeking various
merger, acquisition or other reorganization possibilities.  BBM can
give no future assurance that it will be successful in such efforts or that its
limited operating funds will be adequate to continue the Company as a public
company, nor will there be any assurance of any additional funding being
available to the Company.  Our independent accountants have qualified
their audit report by expressing doubt about the Company’s ability to continue
as a “going concern.”




Description
of Prior Products and Markets




AS
INDICATED PREVIOUSLY, ALL DESCRIPTION OF BBM PRODUCTS AND MARKETS ARE MADE ONLY
FOR THE FIRST NINE MONTHS OF FISCAL YEAR 2007, DURING WHICH THE COMPANY CEASED
ITS OPERATIONS AND BEGAN TO SELL OR WRITE OFF ITS ASSETS.  BBM'S
FINANCIAL STATEMENTS, DISCUSSED BELOW, ARE ALSO PREMISED UPON THE FACT THAT IT
HAD NO REVENUE OR INCOME AFTER MAY, 2007 AND ONLY LIMITED ACCRUING EXPENSES AND
LIABILITIES AFTER THAT DATE.




I.           BBM
Holdings, Inc.




As the
parent management entity for its operating subsidiary, BBM did not have any
significant independent income and derived its income from its subsidiary
operations as defined and described previously and below. BBM did not
independently market any service or product, but acted solely and exclusively
through its prior sole operating subsidiary as more specifically described under
the following paragraphs.




Broadband
Maritime, Inc.




Broadband
was a telecommunications engineering and service company that, prior to June 5,
2007, offered a turn key solution providing always-on Internet access to
commercial shipping fleets, as well as ship-to-shore telephone service with
worldwide termination. Broadband's technology provided online connectivity to
global traveling vessels as well as international telephone service from the
ship to worldwide destinations.




The
Service




Broadband’s
global communications system delivered redundant, global broadband Internet
access and unlimited data transmission to commercial ships at sea for a flat
monthly fee.




Absence
of Traditional Discussion of Financial Affairs and Status:




Because
BBM ceased its active business purposes as of June 5, 2007, and divested all its
assets on November 1, 2007, management does not believe it would be appropriate
to continue with a traditional analysis of forward-looking financial condition
and analysis of financial statements as normally contained on Form 10-K report.
Such matters are typically forward-looking discussions of specific business
plans or projections, capitalization needs and prospects, future competitive
factors, number of persons employed, environmental compliance and related
subjects and topics, including equity and financing plans. BBM will discuss such
matters below only in their historical context, and primarily in the light of
the June, 2007 divestment and anticipated significant subsequent
events.




There is
included in this section a discussion captioned as “Material Subsequent Events,”
in which management attempts to explain significant subsequent events to the
September 30, 2008 date of this report which will bear upon the potential future
of the Company.




7


BBM
reports, as material information to this annual report, that on October 16,
2007, BBM agreed to sell substantially all of its assets (primarily intellectual
property and technology) relating to broadband services to ships to private
investors for $460,000 pursuant to an asset purchase agreement (the “Asset Purchase
Agreement”). The transaction was completed on November 1, 2007, after
required stockholder approval under Utah corporate law.  In
conjunction with the completion of the asset sale, BBM’s major customer has
agreed to release the Company of its obligation to pay accrued commissions of
approximately $45,000 as well as agreeing to withdraw its claim of
$420,000.




The
detailed terms of such sale are more fully described in the Company’s Current
Report on Form 8-K filed by BBM on October 16, 2007, to which was attached a
complete copy of the definitive Asset Purchase Agreement, together with the
exhibits and schedules to the agreement.




Following
is a brief summary description of certain essential terms of the sale, but which
does not purport or intend to be a complete or exhaustive listing of all
detailed terms or provisions.




·
            The
      principal transaction being reported involves the sale by BBM of
      substantially all of its assets (primarily intellectual property and
      technology) of its sole subsidiary
Broadband.




·
            Upon
      completion of the sale, BBM will continue on for so long as possible as an
      inactive public company seeking various merger, acquisition or other
      reorganization possibilities.




Upon
closing of the asset sale, Mary Ellen Kramer resigned her position as CEO and
President of BBM Holdings, and Andrew Limpert, a Director since April 2002, has
been appointed CEO and President to serve on an interim basis.




Mr.
Limpert, age 39, has been an investment advisor associated with the Salt Lake
based firm of Belsen Getty, LLC since 1998. Since April, 2006, Mr. Limpert has
primarily been engaged in maintaining the Company and attempting to find
reorganization candidates. Mr. Limpert holds a B.S. degree in finance from the
University of Utah in Salt Lake City, Utah in 1995 and an M.B.A. from
Westminster College of Salt Lake City, Utah in 1998.  Mr. Limpert is
not providing his services to the Company on a full-time basis and is assisting
BBM on a limited as-needed basis.




Material
Subsequent Events




On
November 12, 2008, the Company entered into an agreement with Dr. S.Z. Hirschman
to act as a consultant, on a part-time basis, to help lead the company in a
creative new direction.  In addition, the Company announced the
acquisition of a new technology with several pre-clinical
compounds.  Upon completion of the acquisition, the Company plans to
change its name to Ohr Pharmaceuticals Inc.




In
connection with the acquisition of such new technology, it is anticipated that
the Company will be pursuing a new acquisition strategy to create a roll-up of
small biotechnology companies.




Pursuant
to the terms of a certain Consulting Agreement by and between the Company and
Dr. Hirschman, dated November 12, 2008 (the “Consulting
Agreement”), Dr. Hirschman is receiving reimbursement of his reasonable
expenses as well as initial compensation of $1.  The term of the
agreement is from November 12, 2008 through December 31, 2009.  It is
anticipated that Dr. Hirschman will assist with trial design and also lead an
acquisition team, perform due diligence, and otherwise help manage the
acquisition of complementary product lines on behalf of the
Company.




In
connection with the foregoing, the Company entered into an Agreement for
Purchase and Sale of Assets by and between the Company and Dr. Hirschman, dated
November 12, 2008 (the “Acquisition
Agreement”) with respect to the acquisition of several pre-clinical
compounds from Dr. Hirschman.   The Acquisition Agreement
provided for a sixty- (60-) day period for the Company to conduct a due
diligence inquiry to its own satisfaction with respect to the pre-clinical
compounds and Dr. Hirschman’s ownership of such pre-clinical compounds prior to
closing the acquisition, and had an anticipated closing date of January 13,
2009.  On January 11, 2007, the closing date of the Acquisition
Agreement was extended to May 13, 2009. Accordingly, the due diligence period
was also extended to the new closing date.




8


As
consideration for Dr. Hirschman for the sale of the pre-clinical compounds upon
closing under the Acquisition Agreement, the Company has agreed to issue to Dr.
Hirschman, a five-year warrant, issuable on the closing of the acquisition,
exercisable for up to 5,000,000 shares of the Company’s Stock at an initial
exercise price of $.50 per share (the “Hirschman
Warrant”).




As a
condition precedent to the closing under the Acquisition Agreement, the Company
and Dr. Hirschman are required to enter into a certain Registration Rights
Agreement, which provides for certain registration rights in connection with the
shares of the Company’s Common Stock issuable upon exercise of the Hirschman
Warrant (the “Registration
Rights Agreement”).




Dr.
Hirschman is the father of Orin Hirschman, a beneficial owner through AIGH
Investment Partners, LLC of approximately 17% of the outstanding Common Stock of
the Company.




On
November 13, 2008, the Company made an offer to acquire YM BioSciences Inc.
(“YMI”) by a
letter to the attention of Dr. David Allan, Chairman and Chief Executive Officer
and YMI’s Board of Directors. Under the proposal the shareholders of YMI would
receive a combination of cash and shares in BBM as consideration for the sale of
their shares.  Negotiations of the proposal are still underway at the
time of this filing.




Specific
Business Plan and Projections




At
present, BBM (soon to be known as Ohr Pharmaceuticals), may be considered a
“shell company,” BBM has an agreement to acquire certain pre-clinical compounds
from Dr. Hirschman, which subject to BBM’s due diligence, is anticipated to
close on January 13, 2009.  See “Material Subsequent
Events.”




Competitive
Factors





Based
upon the foregoing disclosures, BBM does not have any basis to accurately
project what competitive factors may exist, other than finding an appropriate
acquisition candidate.  If the YMI, or any other acquisition comes to
fruition and the new strategic direction of the Company continues then there
will be several biotech-related competitive factors to be
considered.  Clearly there will be competition from other companies
with more capital and management than the Company.




Number of
Persons Employed




At
present, BBM has no employees.  Andrew Limpert has agreed to act
without compensation on an as needed basis to continue to manage the Company to
ensure its continuation as an inactive public entity and to be the principal
officer in charge of organizing and coordinating any merger
activity.  As discussed above in “Material Subsequent Events,” Dr. S.
Z. Hirschman has been appointed as a consultant to the Company effective
November 12, 2008.  He will be providing scientific and strategic
direction to the Company as it explores potential pharmaceutical compounds and
companies to align itself with or acquire.




Environmental
Compliance




The
Company is not aware of any environmental claims or liabilities.




Governmental
Compliance




BBM plans
to continue as a “shell” public company until at such time an acquisition is
completed.   As such, BBM will continue to be subject to various
SEC and state securities rules and regulations.  Its OTC Bulletin
Board listing will also be subject to various rules and regulations by the OTC
Bulletin Board.  The foregoing is not meant to be exclusive, and the
Company will continue to be subject to various generic governmental regulations,
such as tax filing and reporting requirements, OSHA compliance,
etc.







9




Item  2.
            PROPERTIES.




Since BBM
ceased operations in June 2007, BBM reduced employment to a small residual force
and does not currently lease or own any facilities for office
space.  With the conclusion of the asset sale on November 1, 2007,
BBM’s entire outstanding inventory and fixed assets were sold. Currently, the
assets of the Company are limited to the pre-clinical compounds acquired from
Dr. Hirschman subject to the Company’s due diligence, which are described in
greater detail in the Company’s Current Report on Form 8-K, filed on November
12, 2008.









Item  3.
            LEGAL
      PROCEEDINGS.




Neither
BBM nor its property is a party to any pending legal proceedings.




Item  4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.




No
matters were brought before the stockholders to vote on during fiscal year ended
September 30, 2008.




Part  II




Item  5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER
      PURCHASE OF EQUITY SECURITIES.




BBM’s
shares of common stock are quoted on the OTC Bulletin Board
(OTCBB).  Its trading symbol is BBMO.  Following is a table
of the quotation ranges (high and low trading prices) for its shares for BBM’s
last two years.




High
              Low
              
              High
              Low
              
              High
              LowFY
      2009
              
              
              FY
      2008
              
              
              FY
      2007October
      1st –
      December 31st  2008
              $0.25
              $0.80
              October
      1st –
      December 31st  2007
              $1.25
              $0.70
              October
      1st –
      December 31st  2006
              *
              *January
      1st –
      January 9th2009
              $.80
              $.80
              January
      1st –
      March 31st2008
              $.70
              $.60
              January
      1st
      –
                March
      31st2007
              *
              *April
      1st
      –
                June
      30th
      2008
              $.60
              $.51
              April
      1st
      –
                June
      30th2007
              $1.75
              $1.50July
      1st –
      September 30th  2008
              $.51
              $.25
              July
      1st
      –
                September
      30th  2007
              $1.35
              $1.25





* BBM’s
common shares were not quoted.





Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities





Merger





In the
Merger (described in Item 7 below), BBM issued an aggregate of 23,773,217 shares
of Common Stock to the stockholders of Broadband in consideration for the
surrender of their Broadband shares. BBM issued one share of its Common Stock
per 0.0596 share of Broadband Preferred Stock issued and outstanding immediately
prior to the Merger taking effect, and one share of Common Stock per 59.558
shares of Broadband Common Stock issued and outstanding immediately prior to the
Effective Time.  In connection with the Merger, BBM also issued, or
reserved for the issuance upon surrender of outstanding warrants or options,
warrants and options to purchase an aggregate of 14,979,835 shares of Common
Stock in consideration for the surrender of warrants and options to purchase
Broadband Common Stock.  Each warrant and option to purchase Broadband
Common Stock granted and unexercised immediately prior to the Effective Time (a
"Broadband
Option"), vested or unvested, represents the right to receive an option
or warrant, as the case may be, to acquire Common Stock at the rate of one share
of Common Stock per 59.559 shares Broadband Common Stock upon exercise of the
Broadband Option. The substituted warrants will retain the exercise period
provided for at the time of their original issuance, which in each case was five
years. The per share exercise price of the warrants, which ranged from $0.01 to
$0.02, has been adjusted proportionately.





10


Stock
Repurchase





Subsequent
to the Merger, BBM has not engage in any stock repurchase transactions and no
stock repurchase plan is currently in place.





Item 6. SELECTED FINANCIAL
DATA.





Not
required for a smaller reporting company.





Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.




Safe
Harbor Statement




Certain
statements contained in this report, including, without limitation, statements
containing the words “believes,” “anticipates,” “expects,” “intends,” and words
of similar import, constitute “forward-looking statements” as defined in the
Private Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and releases, regarding the
Company’s financial and business prospects. These forward-looking statements are
qualified in their entirety by these cautionary statements, which are being made
pursuant to the provisions of such Act and with the intention of obtaining the
benefits of the “safe harbor” provisions of such Act. The Company cautions
investors that any forward-looking statements it makes are not guarantees of
future performance and that actual results may differ materially from those in
the forward-looking statements. We assume no obligation to update any
forward-looking statements contained in this report, whether as a result of new
information, future events or otherwise. Any investment in our common stock
involves a high degree of risk.  For a general discussion of some of
these risks in greater detail, see our “Risk Factors” on page 14 of this Annual
Report.




Historically,
Broadband’s technology provided online connectivity to global traveling vessels
as well as international telephone service from the ship to worldwide
destinations. The system provided the connection that could also support
incremental revenue opportunities from the sales of additional communication and
entertainment services.




On March
30, 2007 (the "Effective
Date"), Prime Acquisition, Inc., a wholly-owned subsidiary of the
Registrant, merged with and into Broadband (the “Merger”), and the stockholders
of Broadband received Common Stock of the Registrant. As a result of the Merger,
Broadband is the surviving corporation and the Registrant's only wholly-owned
subsidiary and sole operating entity. Broadband is a telecommunications
engineering and service company offering turn key, always-on Internet access to
commercial shipping fleets. For purposes of accounting, Broadband is treated as
the accounting acquirer and as such these consolidated financial statements
contain present the operations of Broadband for all periods
presented.




In
connection with the Merger, the Articles of Incorporation of the Registrant were
amended on March 22, 2007, to (1) change its name to "BBM Holdings, Inc." and
(2) increase the total authorized capital stock of the Registrant to 60,000,000
shares, of which 50,000,000 shares were designated common stock, no par value,
and 10,000,000 shares were designated preferred stock, no par value, of which
1,454,090 shares of the Preferred Stock were designated Series A Preferred Stock
(the "Series A
Stock"). Prior to the Merger, the Registrant paid a dividend of one share
of Series A Stock per share of Common Stock outstanding. Each share of Series A
Stock represents the right to exchange such share for a pro rata share (among
the issued and outstanding Series A Stock) of whatever right, title and interest
is held by the Registrant in the Units consisting of 465,000 shares of common
stock of Lightspace, and warrants to purchase common stock of Lightspace (the
"Lightspace
Securities"), described in the Company’s Quarterly Report on Form 10-QSB
filed by the Registrant on November 16, 2006. As discussed above, this
distribution occurred on June 30, 2008 and, the shares of Series A Stock were
deemed canceled.




11


The
merger (reverse acquisition) described above has been accounted for as a
purchase business combination in which Broadband was the acquirer for accounting
purposes and BBM was the legal acquirer. No goodwill has been recognized since
BBM was a “shell company.”  Accordingly, the accompanying consolidated
statements of operations include the results of operations and cash flows of
Broadband from October 1, 2006 through September 30, 2007 and the results of
operations and cash flows of the Registrant from March 30, 2007, the effective
date of the Merger, through September 30, 2008.




Discontinued
Operations and Divestment of Assets




On June
5, 2007, BBM Holdings announced that it ceased operations and reduced employment
to a small residual force.  The Company committed to this action
following a meeting of the Board of Directors (the “Board”) on
May 31, 2007.  The Company received notification of the cancellation
of two customer contracts on May 22, 2007 and May 28, 2007,
respectively.  In addition, the Company’s largest customer announced
that it would suspend further installations of systems on its vessels for a
four-month period.   The Company also received notification of
the cancellation of a third customer contract on June 1, 2007.




Based on
the cancellations and suspension of installations, the Board assessed that the
Company’s installation schedule was severely jeopardized and the ability to
raise additional required funds would be greatly impaired.  The Board
directed management to cease operations immediately in order to conserve cash
and maximize the value of the Company.




On May
31, 2007, Mary Ellen Kramer and Zevi Kramer resigned as directors of the Company
effective as of such date.  The resignations of Ms. Kramer and Mr.
Kramer were not related to any disagreement between them and the Company on any
matter relating to the Company’s operations, policies or
practices.  Ms. Kramer continued to serve as the Principal Executive
Officer and Principal Financial Officer of the Company until November 1,
2007.




The
Company has negotiated with substantially all of its current vendors to obtain a
release of long-term obligations.




Once the
assets of Broadband are disposed of as discussed below, BBM Holdings Inc. will
essentially be a “shell company” in that it will not have any active business
operation or active business assets. Management of the Company through the Board
of Directors, on a time available basis, will continue to search for, review and
complete due diligence on various potential merger or acquisition proposals for
which management would deem that the company would be a suitable acquisition
candidate. To the date of this report, no such acquisition or merger proposal
has been identified.




On
October 16, 2007, BBM agreed to sell substantially all of its assets (primarily
intellectual property and technology) relating to broadband services to ships to
private investors for $460,000 pursuant to an asset purchase agreement (the
“Asset
Purchase Agreement”). The Company completed the transaction on November
1, 2007, after required stockholder approval under Utah corporate
law.  In conjunction with the completion of the asset sale, BBM’s
major customer has agreed to release the Company of its obligation to pay
accrued commissions of $45,000 as well as agreeing to withdraw its claim of
$420,000.




Upon
closing of the asset sales, Mary Ellen Kramer resigned her position as President
of BBM Holdings, and Andrew Limpert, director since April 2002, was appointed
interim president.




Mr.
Limpert, age 39, has been an investment advisor with the Salt Lake based firm of
Belsen Getty, LLC since 1998. Since April, 2006, Mr. Limpert has primarily been
maintaining the Company and attempting to find reorganization candidates. Mr.
Limpert holds a B.S. degree in finance from the University of Utah in Salt Lake
City, Utah in 1995 and an M.B.A. from Westminster College of Salt Lake City,
Utah in 1998.    Mr. Limpert is not providing his services
to the Company on a full-time basis and is assisting BBM on a limited as-needed
basis.




12


Products
and Markets




With the
sale of its active business assets, BBM currently has no active business
products or markets.  At the present time, management is engaged on a
best-effort, time available basis, in searching out a potential merger and
acquisition candidate that would yield additional value to public shareholders
in the entity. No warranty or assurance, however, of future results can be made
or is implied by these efforts.




The
Company will continue to incur ongoing operating losses, which are expected to
be greatly reduced due to the substantially inactive nature of the Company’s
business. However, losses will be incurred in paying ongoing reporting expenses,
including legal and accounting expenses, as necessary to maintain the Company as
a public entity, as well as ongoing costs, while searching for merger and
acquisition candidates.




Liquidity
and Sources of Capital




The
liquidity of the Company is extremely limited at the present time in terms of
its ability to pay for ongoing reporting and minimal operating expenses as
previously described. In addition, not all obligations of the Company have been
settled and it is possible other financial obligations of the Company may
occur.




As of
September 30, 2008, BBM had cash of approximately $96,000 and security deposits
of $85,000. We had current liabilities of approximately
$148,000.  This translates to working capital deficit of about $52,000
which means that our cash reserves are not adequate for the next 12
months.  We do not have any source of revenues as of September 30,
2008 and expect to rely on additional financing.




BBM has
no present avenues of financing and no present plans to obtain interim financing
while continuing its search for a suitable merger or acquisition candidate and
arrangements. Should there come a point in time when the Company has exhausted
its reserve funds and must seek additional funding to maintain itself as a
public reporting company engaged in searching for merger and acquisition
opportunities, it may be necessary to seek private capital through the sale of
additional restricted stock or borrowing either from principal shareholders or
private parties. It does not appear probable that BBM would be able to attain
financing from any commercial lending source, as it is presently
constituted.




As a
result of the foregoing, the future liquidity of the Company and funding sources
must be considered as tentative and very limited and pose a substantial risk
factor to the ongoing viability of BBM. At present, the Company has no known or
fixed means of alternative or subsequent financing.  Our independent
accountants have qualified their audit report by expressing doubt about the
Company’s ability to continue as a “going concern.”




Risk
Factors




BBM has
employed this section to discuss what it considers present and actual risk
factors to the ongoing viability of BBM.




1.
            There
      is no assurance that the Company can continue as an inactive public
      reporting entity. BBM will not be able to sustain itself and pay the
      required accounting, auditing or other reporting costs necessary to
      continue as a public entity for the indefinite future. Further, there is
      no assurance or warranty that additional interim funding can be obtained
      to maintain the Company as a public entity after its reserve funds are
      exhausted.




2.
            Future
      regulations by various state or federal securities agencies, such as the
      State of Utah, Division of Securities or the Securities and Exchange
      Commission could make it difficult or impossible for the Company to
      continue as an inactive public company through adoption of various
      administrative regulations and filing requirements which make it
      impossible or very difficult for the Company to continue as a
      non-operating public company.




3.
            Only
      minimal management, time and expertise are being devoted to the operation
      of the Company. Initial reviews of merger and acquisition opportunities
      are being completed by the Board, who, on a time available basis, will
      seek to search out and attempt to locate various merger or acquisition
      candidates or proposals for the Company. There is no assurance or warranty
      that the Board will be successful in ongoing efforts to find a merger or
      acquisition candidate.




13


4.
            Any
      completed merger or acquisition may result in new management being
      appointed to control the Company and a new business activity being
      selected over which the existing stockholders would essentially have no
      control or meaningful voice, other than the potential exercise of
      dissenting stockholder rights under Utah law under certain circumstances
      but even then not under all merger or acquisition
    structures.




5.
            The
      Company will have no ongoing revenues or income to support it during this
      interim period.




Results
of Operations




Results
of continuing operations for the year ended September 30, 2008 reflect the
following changes from the prior period:


Year end September 30(1)


2008
                
                2007
                
                ChangeRevenues
                $
                -0-
                $
                -0-
                $
                -0-Cost
      of Revenues
                $
                -0-
                $
                -0-
                $
                -0-Selling,
      General & Administrative Expenses
                $
                640,000
                $
                -0-
                $
                640,000Loss
      from Operations
                $
                (640,000)
                $
                -0-
                $
                (640,000)Other
      income and (expense)
                $
                11,000
                $
                -0-
                $
                11,000Income
      (loss) from discontinued Operations
                $
                654,000
                $
                (6,304,000)
                $
                6,958,000Net
      Income (loss)
                $
                25,000
                $
                (6,304,000)
                $
                6,329,000


(1)
            The
      amounts set forth are rounded to the nearest one
  thousand.





Due to
the cessation of operations and the inactivity of the Company for its fiscal
2008 year financial results for the period are significantly different from when
the Company was operating.  Until the Company experiences an increase
in operations financial results are expected to continue to be anemic as the
trend is reflected in the chart above.  Selling, general and
administrative expenses during 2008 reflect the costs incurred with maintaining
the Company as a public entity. The $640,000 loss from continuing operations
includes approximately $271,000 for the value of warrants granted to our
officers and directors.




Item 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.




Market
risk represents the risk of loss arising from adverse changes in interest rates
and foreign exchange rates. Since cessation of operations, the Company does not
have any material exposure to interest rate or exchange rate risk.




Item
      8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
  DATA.




Following are the financial statements
prepared by BBM and audited by its independent auditors.  These
financial statements constitute the formal presentation of financial information
by the Company, such that all other financial information contained in this 10-K
report should be read and reviewed in light of the following financial
statements and notes thereto.  Should there exist any conflict between
information appearing elsewhere in this Report and the following financial
statements, the financial statements should be given primary definition and
control.  The notes attached to the financial statements constitute an
integral part of the financial disclosure and should be read and reviewed in
connection with the financial statements.







14











Douglas W. Child, CPA


Marty D.
Van Wagoner, CPA
 J. Russ
Bradshaw, CPA
 William
R. Denney, CPA
 Roger B.
Kennard, CPA
 Russell
E. Anderson, CPA
 Scott L.
Farnes


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The
Board of Directors and Stockholders of


BBM
Holdings, Inc.


(a
Development Stage Company)





We have
audited the accompanying consolidated balance sheet of BBM Holdings, Inc. (a
Development Stage Company) (the “Company”) as of September 30, 2008, and the
related consolidated statements of operations, stockholders’ equity (deficit),
and cash flows for the period from October 1, 2007 (inception) to September 30,
2008.  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 of America).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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 BBM Holdings, Inc. (a Development
Stage Company) as of September 30, 2008, and the results of its operations,
stockholders’ deficit and its cash flows for the period from October 1, 2007
(inception) to September 30, 2008, in conformity with accounting principles
generally accepted in the United States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has incurred losses from operations, has a
liquidity problem, and requires funds for its operational activities. These
factors raise substantial doubt that the Company will be able to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





Child,
Van Wagoner and Bradshaw, PLLC


Salt Lake
City, Utah


January
2, 2009




1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 Suite A,
5/F
 Max Share
Centre
 373
King’s Road
 North
Point, Hong Kong
 Telephone
852.21.555.333
 Facsimile
852.21.165.222
 
 
 www.cpaone.net





F1





To the
Board of Directors and Stockholders of
 BBM
Holdings, Inc.
 
 We have
audited the accompanying consolidated balance sheet of BBM Holdings, Inc. (the
“Company”) as of September 30, 2007, and the related consolidated statements of
operations, changes in stockholders’ equity (deficit), and cash flows for year
ended September 30, 2007.  These consolidated financial statements are
the responsibility of the Company’s management.  Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.
 
 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.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.  An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 provide a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of September
30, 2007, and the results of its operations and their cash flows for year ended
September 30, 2007, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred negative cash flows
from operations and net losses since inception and has working capital and
accumulated deficits.  Further, the Company’s wholly-owned operating
subsidiary ceased operations.  These conditions, among others, raise
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to this matter are also described in Note 2. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 
 /s/
Rothstein, Kass & Company, P.C.
 
 
 Roseland,
New Jersey
 January
14, 2008






F2


BBM
      HOLDINGS, INC. AND SUBSIDIARIES( A
      Development Stage Company)Consolidated
      Balance Sheets(In
      Thousands)ASSETSSeptember
      30,
                                                                                      
                                                                                      September
      30,2008
                                                                                      
                                                                                      2007CURRENT
      ASSETSCash
      and cash equivalents
                                                                                      $
                                                                                      96
                                                                                      
                                                                                      $
                                                                                      197Total
      Current Assets
                                                                                      
                                                                                      96
                                                                                      
                                                                                      
                                                                                      197OTHER
      ASSETSNet
      assets of discontinued operations
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      418Security
      deposits
                                                                                      
                                                                                      85
                                                                                      
                                                                                      
                                                                                      87Total
      Other Assets
                                                                                      
                                                                                      85
                                                                                      
                                                                                      
                                                                                      505TOTAL
      ASSETS
                                                                                      $
                                                                                      181
                                                                                      
                                                                                      $
                                                                                      702LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                                                                                      $
                                                                                      56
                                                                                      
                                                                                      $
                                                                                      240Net
      liabilities of discontinued operations
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      356Accrued
      expenses
                                                                                      
                                                                                      92
                                                                                      
                                                                                      
                                                                                      41Total
      Current Liabilities
                                                                                      
                                                                                      148
                                                                                      
                                                                                      
                                                                                      637LONG-TERM
      LIABILITIES, Dividend payable
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      328TOTAL
      LIABILITIES
                                                                                      
                                                                                      148
                                                                                      
                                                                                      
                                                                                      965STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, series A; 10,000,000 shares authorized,at
      no par value, no shares  and 1,454,090shares
      issued and outstanding
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      -Common
      stock; 50,000,000 shares authorized,at
      no par value, 25,247,006shares
      issued and outstanding, respectively
                                                                                      
                                                                                      21,637
                                                                                      
                                                                                      
                                                                                      21,366Accumulated
      deficit
                                                                                      
                                                                                      (20,975)
                                                                                      
                                                                                      
                                                                                      (21,629)Deficit
      accumulated during the development stage
                                                                                      
                                                                                      (629)
                                                                                      
                                                                                      
                                                                                      -Total
      Stockholders' Equity (Deficit)
                                                                                      
                                                                                      33
                                                                                      
                                                                                      
                                                                                      (263)TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      EQUITY (DEFICIT)
                                                                                      $
                                                                                      181
                                                                                      
                                                                                      $
                                                                                      702The
      accompanying notes are an integral part of these consolidated financial
      statements.





F3


BBM
      HOLDINGS, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated
      Statements of Operations(In
      Thousands, except per share data)From
      Inception of the Development  Stage on October 1, 2007
      ThroughFor
      the Year Ended September 30,
                                                                                                    
                                                                                                    September
      30,2008
                                                                                                    
                                                                                                    2007
                                                                                                    
                                                                                                    2008REVENUES
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    $
                                                                                                    -COST
      OF SALES
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -GROSS
      PROFIT
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -OPERATING
      EXPENSESGeneral
      and administrative
                                                                                                    
                                                                                                    
                                                                                                    640
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    640Total
      Operating Expenses
                                                                                                    
                                                                                                    
                                                                                                    640
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    640OPERATING
      LOSS
                                                                                                    
                                                                                                    
                                                                                                    (640)
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    (640)OTHER
      INCOME AND EXPENSEOther
      income and expense
                                                                                                    
                                                                                                    
                                                                                                    11
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    11LOSS
      FROM CONTINUING OPERATIONSBEFORE
      INCOME TAXES
                                                                                                    
                                                                                                    
                                                                                                    (629)
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    (629)PROVISION
      FOR INCOME TAXES
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -LOSS
      FROM CONTINUING OPERATIONS
                                                                                                    
                                                                                                    (629)
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    (629)DISCONTINUED
      OPERATIONSIncome
      (loss) from discontinuedoperations
      (including gain ondisposal
      of $606)
                                                                                                    
                                                                                                    
                                                                                                    654
                                                                                                    
                                                                                                    
                                                                                                    (6,304)Income
      tax benefit
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    -GAIN
      (LOSS) ONDISCONTINUED
      OPERATIONS
                                                                                                    
                                                                                                    
                                                                                                    654
                                                                                                    
                                                                                                    
                                                                                                    (6,304)
                                                                                                    
                                                                                                    
                                                                                                    -NET
      INCOME (LOSS)
                                                                                                    
                                                                                                    $
                                                                                                    25
                                                                                                    
                                                                                                    $
                                                                                                    (6,304)
                                                                                                    
                                                                                                    $
                                                                                                    (629)BASIC
      INCOME (LOSS) PER SHAREContinuing
      operations
                                                                                                    
                                                                                                    $
                                                                                                    (0.02)
                                                                                                    
                                                                                                    $
                                                                                                    0.00Discontinued
      operations
                                                                                                    
                                                                                                    
                                                                                                    0.03
                                                                                                    
                                                                                                    
                                                                                                    (0.66)$
                                                                                                    0.02
                                                                                                    
                                                                                                    $
                                                                                                    (0.66)DILUTED
      INCOME (LOSS) PER SHAREContinuing
      operations
                                                                                                    
                                                                                                    $
                                                                                                    (0.02)
                                                                                                    
                                                                                                    $
                                                                                                    0.00Discontinued
      operations
                                                                                                    
                                                                                                    
                                                                                                    0.02
                                                                                                    
                                                                                                    
                                                                                                    (0.66)$
                                                                                                    0.00
                                                                                                    
                                                                                                    $
                                                                                                    (0.66)WEIGHTED
      AVERAGE  NUMBEROF
      SHARES OUTSTANDING:BASIC
                                                                                                    
                                                                                                    
                                                                                                    25,247
                                                                                                    
                                                                                                    
                                                                                                    14,255DILUTED
                                                                                                    
                                                                                                    
                                                                                                    38,323
                                                                                                    
                                                                                                    
                                                                                                    14,255The
      accompanying notes are an integral part of these consolidated financial
      statements.
   F4
   BBM
      HOLDINGS, INC. AND SUBSIDIARIES(A
      Development Stage Company)Consolidated
      Statements of Cash Flows(In
      Thousands)From
      Inception of the Development Stage on October 1, 2007
    ThroughFor
      the Year Ended September 30,
                                                                            
                                                                            September 30,OPERATING
      ACTIVITIES
                                                                            2008
                                                                            
                                                                            2007
                                                                            
                                                                            2008Net
      income (loss)
                                                                            $
                                                                            25
                                                                            
                                                                            $
                                                                            (6,304)
                                                                            
                                                                            $
                                                                            25Adjustments
      to reconcile net loss to net cashused
      by operating activities:Discontinued
      operations
                                                                            
                                                                            (684)
                                                                            
                                                                            
                                                                            942
                                                                            
                                                                            
                                                                            (684)Fair
      value of warrant issued for services
                                                                            
                                                                            271
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            271Changes
      in operating assets and liabilitiesChange
      in deposits
                                                                            
                                                                            2
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            2Change
      in accounts payable
                                                                            
                                                                            (92)
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            (92)Change
      in accrued expenses
                                                                            
                                                                            (41)
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            (41)Net
      Cash Used by Operating Activities
                                                                            
                                                                            (519)
                                                                            
                                                                            
                                                                            (5,362)
                                                                            
                                                                            
                                                                            (519)INVESTING
      ACTIVITIESDiscontinued
      operations:
                                                                            
                                                                            418
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            418Purchases
      of machinery and equipment
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (376)Refund
      of sub-lease security deposit
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (9)Receipt
      of security deposits
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            5Net
      Cash Used by Investing Activities
                                                                            
                                                                            418
                                                                            
                                                                            
                                                                            (380)
                                                                            
                                                                            
                                                                            418FINANCING
      ACTIVITIESDiscontinued
      operations:Proceeds
      from (repayment of) bridge loans
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (358)Net
      Proceeds from issuance of preferred stock
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            6,251Proceeds
      from sale of common stock
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            10
                                                                            
                                                                            
                                                                            -Proceeds
      from exercise of stock options
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            2Net
      Cash Provided by Financing Activities
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            5,905
                                                                            
                                                                            
                                                                            -NET
      DECREASE IN CASH
                                                                            
                                                                            (101)
                                                                            
                                                                            
                                                                            163
                                                                            
                                                                            
                                                                            (101)CASH
      AT BEGINNING OF PERIOD
                                                                            
                                                                            197
                                                                            
                                                                            
                                                                            34
                                                                            
                                                                            
                                                                            197CASH
      AT END OF PERIOD
                                                                            $
                                                                            96
                                                                            
                                                                            $
                                                                            197
                                                                            
                                                                            $
                                                                            96SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONNON
      CASH FINANCING ACTIVITIES:Preferred
      stock converted to common stock
                                                                            $
                                                                            -
                                                                            
                                                                            $
                                                                            6,708
                                                                            
                                                                            $
                                                                            -Debt
      converted to preferred stock
                                                                            $
                                                                            -
                                                                            
                                                                            $
                                                                            457
                                                                            
                                                                            $
                                                                            -Transfer
      of investment for dividends payable
                                                                            $
                                                                            186
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            $
                                                                            186The
      accompanying notes are an integral part of these consolidated financial
      statements.


087840.001-1379975.13
 F5








BBM
      HOLDINGS, INC. AND SUBSIDIARIESConsolidated
      Statements of Stockholders' Equity (Deficit)(In
      Thousands, except per share data)DeficitAccumulated
              
              TotalDuring
      the
              
              Stockholders'Convertible
      Preferred Stock
              
              Series
      A Preferred Stock
              
              Common
      Stock
              
              Accumulated
              
              Development
              
              EquityShares
              
              Amount
              
              Shares
              
              Amount
              
              Shares
              
              Amount
              
              Deficit
              
              Stage
              
              (Deficit)Balance,
      September 30, 2006
              572,021
              
              $
              -
              
              -
              
              $
              -
              
              1,636,349
              
              $
              14,642
              
              $
              (15,325)
              
              $
              -
              
              $
              (683)Preferred
      stock issued forcash
      net of expenses
              656,000
              
              
              6,251
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,251Preferred
      stock issued for debt
              45,700
              
              
              457
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              457Stock
      based compensation
              -
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              4
              
              
              -
              
              
              -
              
              
              4Preferred
      stock dividend
              44,570
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exercise
      of stock options
              -
              
              
              -
              
              -
              
              
              -
              
              4,834
              
              
              2
              
              
              -
              
              
              -
              
              
              2Dividend
      of preferred stockissued
      to common shareholders
              -
              
              
              -
              
              1,454,090
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Conversion
      of preferred stockto
      common stock
              (1,318,291)
              
              
              (6,708)
              
              -
              
              
              -
              
              22,134,301
              
              
              6,708
              
              
              -
              
              
              -
              
              
              -Common
      stock issued for subsidiary
              -
              
              
              -
              
              -
              
              
              -
              
              1,454,090
              
              
              -
              
              
              -
              
              
              -
              
              
              -Common
      stock issued for cash
              -
              
              
              -
              
              -
              
              
              -
              
              17,432
              
              
              10
              
              
              -
              
              
              -
              
              
              10Net
      loss for the yearended
      September 30, 2007
              -
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              (6,304)
              
              
              -
              
              
              (6,304)Balance,
      September 30, 2007
              -
              
              
              -
              
              1,454,090
              
              
              -
              
              25,247,006
              
              
              21,366
              
              
              (21,629)
              
              
              -
              
              
              (263)Fair
      value of warrants grantedto
      employees
              -
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              271
              
              
              -
              
              
              -
              
              
              271Dividend
              
              
              
              
              
              (1,454,090)Net
      loss for the yearended
      September 30, 2008
              -
              
              
              -
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              654
              
              
              (629)
              
              
              25Balance,
      September 30, 2008
              -
              
              $
              -
              
              -
              
              $
              -
              
              25,247,006
              
              $
              21,637
              
              $
              (20,975)
              
              $
              (629)
              
              $
              33The
      accompanying notes are an integral part of these consolidated financial
      statements.


087840.001-1379975.13
 F6


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
1 - NATURE OF BUSINESS


Merger - On March 30, 2007
(the "Effective Date"), Prime Acquisition, Inc., a Delaware corporation formed
on December 18, 2006 and a wholly-owned subsidiary of Prime Resource, Inc. (the
“Registrant”), a Utah Corporation, merged with and into Broadband Maritime Inc.
(“Broadband”), a Delaware corporation, ceasing its separate existence (the
“Merger”). As a result of the Merger, Broadband is the surviving corporation and
the Registrant's only wholly-owned subsidiary and sole operating entity. Until
its cessation of operations in June 2007 (discussed below), Broadband was a
telecommunications engineering and service company offering turnkey, always-on
Internet access to commercial shipping fleets. For purposes of accounting,
Broadband is treated as the accounting acquirer and, as such, these consolidated
financial statements present the operations of Broadband for all periods
presented.





In
connection with the Merger, the Articles of Incorporation of the Registrant were
amended on March 22, 2007, to (1) change its name to "BBM Holdings, Inc." (the
“Company”) and (2) increase the total authorized capital stock of the Registrant
to 60,000,000 shares of which 50,000,000 shares were designated common stock, no
par value, and 10,000,000 shares were designated preferred stock, no par value,
1,454,090 shares of the Preferred Stock were designated Series A Preferred Stock
(the "Series A Stock"). Prior to the Merger, the Registrant declared a dividend
of one share of Series A Stock per share of Common Stock outstanding. Each share
of Series A Stock represents the right to exchange such share for a pro rata
share (among the issued and outstanding Series A Stock) of whatever right, title
and interest is held by the Registrant in the Units consisting of 58,166
Lightspace Units, each unit consisting of 8 shares and 12 warrants to purchase
common stock of Lightspace Corporation, a Delaware corporation (the "Lightspace
Securities"). (See Note 4)





In
accordance with the Merger Agreement, BBM issued an aggregate of 23,773,217
shares of its Common Stock to the shareholders of Broadband in consideration for
the surrender of their Broadband shares. BBM issued one share of its Common
Stock per 0.0596 share of Broadband Preferred Stock issued and outstanding
immediately prior to the Effective Date, and one share of Common Stock per
59.558 shares of Broadband Common Stock issued and outstanding immediately prior
to the Effective Date. In connection with the Merger, BBM also issued, or
reserved for the issuance upon surrender of outstanding warrants or options,
warrants and options to purchase an aggregate of 14,979,835 shares of Common
Stock in consideration for the surrender of warrants and options to purchase
Broadband Common Stock. Each warrant and option to purchase Broadband Common
Stock granted and unexercised immediately prior to the Effective Date (a
"Broadband Option"), vested or unvested, represents the right to receive an
option or warrant, as the case may be, to acquire Common Stock at the rate of
one share of Common Stock per 59.559 shares Broadband Common Stock upon exercise
of the Broadband Option. The substituted warrants will retain the exercise
period provided for at the time of their original issuance, which in each case
was five years. The per share exercise price of the warrants, which ranged from
$0.01 to $0.02, has been adjusted proportionately.





The
Merger (reverse acquisition) described above has been accounted for as a
purchase business combination in which Broadband was the acquirer for accounting
purposes and the Registrant was the legal acquirer. No goodwill has been
recognized since the Registrant was a “shell company.”  Accordingly, the
accompanying consolidated statements of operations include the results of
operations and cash flows of Broadband from October 1, 2006 through September
30, 2007 and the results of operations and cash flows of the Registrant from
March 30, 2007 (the Effective Date) through September 30, 2008.













F7








BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Cessation of Operations
- On June 5, 2007 the Company announced that it had ceased
operations and reduced employment to a small residual force.  The Company
committed to this action following a meeting of the Board of Directors on May
31, 2007.  The Company received notification of cancellation of two
customer contracts on May 22, 2007 and May 28, 2007.  In addition, the
Company’s largest customer indicated to the Company that it would suspend
further installations of systems on its vessels for a four month period.
  The Company also received notification of the cancellation of a
third customer contract on June 1, 2007.




Based on
the cancellations and suspension of installations, the Board of Directors
decided that the Company’s installation schedule was severely jeopardized and
the ability to raise additional funds for the operations of the Company would be
greatly impaired.  The Board directed management to cease operations
immediately in order to conserve cash and maximize the value of the
Company.  Accordingly, the Company ceased operations effective
September 30, 2007 and was reclassified as a development stage enterprise, from
the date of cessation forward.




NOTE
2 - GOING CONCERN





The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. At September 30, 2008, the Company had
cash of $96,000, an accumulated deficit of $21,604,000 and a working capital
deficiency of $52,000 and, for the year then ended, the Company incurred a net
loss from operations of $629,000 and utilized $519,000 of cash from operations.
In addition and as discussed above, Broadband, the Company’s wholly-owned
operating subsidiary had ceased operations. The Company’s plan includes the
search for, review and complete due diligence on various potential merger or
acquisition proposals for which management would deem that the Company would be
a suitable acquisition candidate.





The
Company has no present avenues of financing and no present plans to obtain
interim financing while continuing its search for a suitable merger or
acquisition candidate and arrangements. Should there come a point in time when
the Company has exhausted its reserve funds and must seek additional funding to
maintain itself as a public reporting company engaged in searching for merger
and acquisition opportunities, it may be necessary to seek private capital
through the sale of additional restricted stock or  other borrowing
either from principal shareholders or private parties. It does not appear
probable that the Company would be able to attain financing from any commercial
lending source, as it is presently constituted. As a result of the foregoing,
the future liquidity of the Company and funding sources must be considered as
tentative and very limited and pose a substantial risk to the ongoing viability
of the Company. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. These consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash
and Cash Equivalents





The
Company considers all highly-liquid investments purchased with an original
maturity date of three months or less to be cash equivalents.





Accounts
Receivable





Accounts
receivable represents uncollateralized customer obligations due under normal
trade terms. Based on the discontinuance of the Company’s operations, management
has deemed it appropriate to write-off one hundred percent (100%) of all
outstanding accounts receivable as of September 30, 2007.







F8


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Inventories,
net





Inventories
are stated at the lower of cost or market, with cost determined on the last-in,
first-out method. In light of the cessation of the Company’s operations,
management evaluated the value of the inventories based on its ability to sell
those assets. Each item of inventory, on an item-by-item basis, was valued based
on its potential sales value on the open market. The items which management
believes can be sold were written down to either 10% of its carrying costs or
the actual value the individual item can be sold for on the open market. The
remainder of the inventory was written down to $0. During the year ended
September 30, 2007, the Company wrote down its inventories by
$1,265,000.





Machinery
and Equipment, net





Machinery
and equipment, net is stated at cost less accumulated depreciation. Machinery
and equipment, is depreciated on the straight-line method over the estimated
useful lives of the respective asset, which is currently three years for all
assets. Maintenance and repairs are charged to operations, while betterments and
improvements are capitalized. In light of the cessation of the Company’s
operations, management evaluated the carrying costs of each item comprising
machinery and equipment. Similar to inventories, machinery and equipment, was
valued on its potential sales value on the open market. The items which
management believes can be sold were written down to between 10% and 17% of its
carrying costs. During the year ended September 30, 2007, the Company wrote-down
its machinery and equipment, net by $464,000.





Revenue
Recognition





The
Company recognizes revenue from the sale of equipment after installation and
acceptance by its customer. The Company recognized revenue in connection with
services and maintenance contracts over the course of the related contracts with
the customers. The Company deferred the revenue from prepaid calling cards,
until the customers had utilized the prepaid minutes purchased on the cards. The
Company's revenue recognition policy complied with the Securities and Exchange
Commission Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition",
amended by SAB 104. Revenue was recognized when all of the following criteria
are met:




·
            Persuasive
      evidence of an arrangement exists - A non-cancelable signed agreement
      between the Company and the customer is considered to be evidence of an
      arrangement.




·
            Delivery
      has occurred or services have been rendered - Revenues are recognized only
      on the delivery of equipment and acceptance by customers or on the
      delivery of service.




·
            The
      seller's price to the buyer is fixed or determinable - The Company
      generally considers payments that are due within a year to be fixed or
      determinable based upon its successful collection history on such
      arrangements.




·
            Collectability
      is reasonably assured - The Company runs normal business credit checks on
      unknown new customers to minimize the risk of a customer avoiding payment.
      Collection is deemed probable if the Company expects that the customer
      will be able to pay amounts under the arrangement as payments become due.
      If the Company determines that collection is not probable, the revenue is
      deferred and recognized upon cash collection. The Company also seeks a
      deposit wherever possible before commencing work on a new
      contract.








F9


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Advertising





The
Company complies with the requirements of AICPA Statement of Position (SOP)
93-7, “Reporting on Advertising Costs,” in which advertising costs are charged
to operations as incurred. Advertising expenses included in selling, general and
administrative expenses (2008) and in discontinued operations (2007) for the
years ended September 30, 2008 and 2007 were approximately nil and $73,000,
respectively.





Research
and Development Costs





The
Company complied with the provisions of SFAS No. 2, “Accounting for Research and
Development Costs”. Expenditures for research, development and engineering of
products and manufacturing processes were charged to operations as
incurred.





Stock-Based
Compensation




Beginning
October 1, 2006, the Company adopted the requirements of SFAS No. 123
(revised 2004) (“SFAS No. 123R”), “Share Based Payments.” SFAS
No. 123R requires that the compensation cost relating to share-based
payment transactions be recognized in the financial statements with the cost
measured based on the estimated fair value of the equity or liability
instruments issued. SFAS No. 123R allows for either prospective recognition
of compensation expense or retrospective recognition. Based on stock options
that vested during fiscal 2007, the Company recognized additional compensation
expense of $4,000 for the year ended September 30, 2007.




Income
Taxes





The
Company complies with SFAS No. 109, “Accounting for Income Taxes”, which
requires an asset and liability approach to financial reporting for income
taxes. The asset and liability approach requires the recognition of deferred tax
assets and liabilities for the expected future consequences of temporary
differences between the carrying amounts and the tax bases of the assets and
liabilities. Deferred taxes are classified as current or non-current, depending
on the classification of the assets and liabilities to which they relate,
including the recognition of income tax benefits for loss carry forwards, tax
credit carry forwards and certain temporary differences for which tax benefits
have not previously been recorded. Valuation allowances are established, when
necessary, to reduce the deferred income tax assets to the amount expected to be
realized.





Loss
Per Common Share





The
Company complies with SFAS No. 128 “Earnings per Share.” Under SFAS No. 128,
basic loss per common share is computed by dividing net loss by the weighted
average number of common shares outstanding during the period. Diluted loss per
common share incorporates the dilutive effect of common stock equivalents on an
average basis during the period. The calculation of diluted loss per common
share excludes potential common shares if the effect is anti-dilutive. As of
September 30, 2008, the Company had the following common share equivalents
outstanding:





Warrants
              
              
              13,075,935Options
              
              
              0Total
              
              
              13,075,935






F10




BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Fair
Value of Financial Instruments


The
Company complies with the requirements of SFAS No. 107, “Disclosure about Fair
Value of Financial Instruments”, which includes cash and cash equivalents,
accounts receivable, accounts payable and other current liabilities, for which
the carrying amounts approximate fair value due to their short
maturities.





Concentration
of Credit Risk





Cash and
cash equivalents are maintained at financial institutions, which from
time-to-time exceed the federal depository insurance coverage limit, the
composition and maturities of which are regularly monitored by
management.





Recently
Issued Accounting Pronouncements




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-an interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.


In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.


In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its consolidated financial position, results of operations or cash
flows.




In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.







F11


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Recently
Issued Accounting Pronouncements (Continued)


In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning October 1,
2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.





In
December 2007, the FASB, issued SFAS No. 141 (revised 2007), Business
Combinations.  This Statement replaces SFAS Statement No. 141,
Business Combinations,
but retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in SFAS 159 are elective;
however, an amendment to SFAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157, Fair Value
Measurements.  The Company will adopt SFAS No. 159 beginning
October 1, 2008 and is currently evaluating the potential impact the adoption of
this pronouncement will have on its consolidated financial
statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007.






F12


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Recently
Issued Accounting Pronouncements (Continued)


2007, and
interim periods within those fiscal years. Earlier application is encouraged,
provided that the reporting entity has not yet issued financial statements for
that fiscal year, including financial statements for an interim period within
that fiscal year. The Company will adopt this statement October 1, 2008, and it
is not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from those
estimates.





NOTE
4 - RELATED PARTY TRANSACTIONS





Investment
in Securities





As of
September 30, 2007, the Company owned 58,166 Units of Lightspace, Inc., (with an
initial cost basis of $372,000) which comprises 8 shares of Lightspace, Inc.
common stock and 12 warrants to purchase shares of Lightspace, Inc. common
stock. These Units are payable as a dividend to the pre-merger shareholders of
the Registrant, per a pre-merger vote by the shareholders of the Registrant.
Based on a reduction in the market value of the Lightspace, Inc. Units at
September 30, 2007, the investment has been written down by $44,000 to $328,000
with an offsetting reduction in the dividend payable. The units were distributed
in June, 2008.





Broadband
Maritime Services, Inc.





Broadband
Maritime Services, Inc. ("Services"), which is owned by an officer of Broadband,
was formed to provide customer service to Broadband's customers in accordance
with the Sabbath Work Rules and other requirements of Orthodox Jewish Law.
Broadband entered into a Management Services Agreement with Services on August
4, 2005, in which Services essentially provided payroll processing services to
Broadband. Broadband had transferred to Services all of its existing agreements
with customers to provide broadband satellite services and Services has agreed
to assume Broadband's obligations under the customer agreements. Broadband has
an option to acquire ownership of Services for $1.00 upon the occurrence of the
following events: the officer ceasing to be employed by Broadband or certain
reorganizations of Broadband, such as a public offering or merger. This
arrangement has remained in place since the Effective Date. As of September 30,
2007, Services filed for dissolution as it no longer has a purpose for
existence. For the years ended September 30, 2008 and 2007, Broadband paid
Services nil and $475,000 for payroll processing services.





NOTE 5
- INVENTORIES





Inventories
consist of the following at September 30, 2008:





Raw
      materials
            
            $
            -


During the year ended
September 30, 2007, the Company wrote-down its inventories by $1,265,000 (see
Note 3). Subsequent to September 30, 2007, the Company sold 100% of its
inventories as part of an Asset Purchase Agreement.






F13


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
6 - MACHINERY AND EQUIPMENT, NET





Machinery
and equipment, net consist of the following at September 30, 2008:





Equipment
      and computers
              
              $
              -Less:
      accumulated depreciation
              
              
              -$
              -




During
the year ended September 30, 2007, the Company wrote-down its machinery and
equipment, net by $464,000. Further, following cessation of the Company’s
operations and the foregoing write-down, the Company discontinued depreciation
of its machinery and equipment. Repairs and maintenance expense for the years
ended September 30, 2008 and 2007 was nil and $3,000, respectively.




NOTE
7 - SHORT-TERM FINANCING





Between
July 2006 and September 2006, Broadband was provided a total of $815,000 in
bridge loans from investors. In connection with the October 2006 private
placement financing, approximately $457,000 of these bridge loans were converted
to 45,700 shares of Broadband’s Class A 5% Preferred stock during the year ended
September 30, 2007. The remaining shareholder bridge loans of $358,000 were
repaid to the shareholders.




NOTE
8 - ACCRUED EXPENSES





Accrued
expenses consist of the following at September 30, 2008:





Rent
              
              $
              72,000Customer
      claims
              
              
              16,000Accrued
      commissions
              
              
              -Other
              
              
              4,000$
              92,000




During
the year ended September 30, 2008, the Company was released of its obligations
to pay liabilities associated with a certain customer’s claims and accrued
commissions as part of an asset purchase agreement.





NOTE
9 - STOCKHOLDERS’ EQUITY (DEFICIT)





Presentation





The
consolidated statements of stockholders’ equity (deficit) have been
retroactively restated to reflect the number of shares received by the
stockholders of Broadband in the merger (see Note 1).





The
historical stockholders’ equity (deficit) of Broadband (the accounting acquirer)
consisted of 97,459,217 shares (retroactively restated to 1,636,349 to reflect
the number of shares received in the Merger) of common stock.







F14


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Issuance
of Class A Preferred Stock -





In
October 2006, Broadband entered into a Subscription Agreement to sell to private
investors an aggregate of up to 500,000 shares of convertible preferred Class A
stock, $0.0001 par value, in Units with five year warrants, in two tranches
of up to 250,000 Units each, for an aggregate price of up to $2,500,000 per
tranche. The first tranche was closed on October 31, 2006 and $2,043,000, net of
$457,000 of bridge loan conversion (see Note 7) was received from investors. The
second tranche was closed in March 2007 for aggregate additional proceeds of
$4,240,000. After offering expenses of approximately $310,030 Broadband sold
656,000 shares of convertible preferred Class A stock for proceeds of
$6,251,000.





Concurrent
with the Merger, all of Broadband’s convertible preferred Class A stock
(1,318,291 shares) was converted into 22,134,301 common shares of
BBM.





Options





Broadband
had entered into a Performance Option Agreement (the “Option Agreement”) with
the founders granting them approximately 101,000,000 options which will vest and
would become exercisable only if Broadband achieved certain defined financial
targets through June 30, 2007. The exercise price is equal to $0.01 per share
subject to adjustments in exercise price due to merger, consolidation, capital
readjustments or other similar transactions. The options granted under the
Option Agreement terminated on the sooner of July 26, 2008, or June 30, 2007, to
the extent the options have not become exercisable by such date. In connection
with the cessation of the Company’s operations, the options granted under the
Option Agreement were terminated. The following is a summary at September 30,
2008 (retroactively restated to reflect the effects of the Merger), of options
outstanding:




WeightedPer
      Share
                                                                                                                                      
                                                                                                                                      AverageEmployee
                                                                                                                                      
                                                                                                                                      Stock/Option
                                                                                                                                      
                                                                                                                                      Stock/OptionOptions
                                                                                                                                      
                                                                                                                                      ESOP
                                                                                                                                      
                                                                                                                                      Price
                                                                                                                                      
                                                                                                                                      PriceOutstanding
      October 1, 2006
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,716,328
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      232,899
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60Granted
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      34,773
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60Exercised
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (2,567
                                                                                                                                      )
                                                                                                                                      $
                                                                                                                                      0.60
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60Forfeited
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0Expired
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,716,328
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      (248,065
                                                                                                                                      )
                                                                                                                                      $
                                                                                                                                      0.60
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60Outstanding
      September 30, 2006
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      17,040
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60Granted
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0Exercised
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0Expired
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0Outstanding
      September 30, 2007
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      17,040
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.60Expired
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (17,040
                                                                                                                                      )Outstanding
      September 30, 2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      0







F15


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
10 - INCOME TAXES





The
Company has available at September 30, 2008, approximately $19.2 million of
unused net operating loss carryforwards that may be applied against future
taxable income, which expire in various years from 2022 to 2028. Under the Tax
Reform Act of 1986, the amounts of and benefits from net operating loss
carryforwards and credits may be impaired or limited in certain circumstances.
Events which cause limitations in the amount of net operating losses that the
Company may utilize in any one year include, but are not limited to, a
cumulative ownership change of more than 50%, as defined, over a three year
period. The Company believes that such an ownership change has occurred, however
the amount of any limitation on the use of the loss carryforwards has not been
determined.





A
reconciliation of income tax expense to the benefit computed at the expected
rate of 44% for the years ended September 30, 2008 and 2007 is approximately as
follows:





2008
              
              2007Tax
      (Benefit) at statutory rate
              
              $
              11,000
              
              $
              (2,774,000
              )Stock-based
      compensation
              
              
              113,000
              
              
              2,000Other
              
              
              -
              
              
              19,000Valuation
      allowance
              
              
              (124,000
              )
              
              2,753,000$
              -
              
              $
              -




Deferred
tax assets consist of the followingat September 30,
2008:




Net
      operating loss carryforward
              
              $
              8,444,000Inventory
      impairment
              
              
              556,000Property
      and equipment impairment
              
              
              199,000Research
      and development
              
              
              219,0009,418,000Valuation
      allowance
              
              
              (9,418,000
              )$
              -








The
Company has provided a full valuation allowance against its net deferred tax
asset since realization of these benefits cannot be reasonably
assured.





The
Company will continue to periodically assess the realization of its deferred tax
assets based on actual and forecasted operating results.











F16








BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
11 - COMMITMENTS AND CONTINGENCIES





Operating
Leases




The
Company leases office facilities under non-cancellable operating leases, which
expire on July 31, 2010.





Future
aggregate minimum lease payments under this operating lease are approximately as
follows:




Years
      Ending September 30,2009
              
              
              $   253,0002010
              
              
              222,000Total
              
              $
              475,000




The
Company has subleased one of its office facilities for approximately $3,000 per
month through May 2008.





Rent
expense, net charged to operations for the years ended September 30, 2008 and
2007 was approximately $0 and $235,000, respectively.





As a
result of the cessation of operations, Broadband’s largest customer, Danaos
Holdings Limited, (“Danaos”) submitted a claim to the Company in the amount of
$420,000 in connection with the sale of seven systems to Danaos over the last
three years.  The claim also includes $30,000 for commissions due a related
company, Danaos Management Consultants.  Danaos purchased four of these
systems for $240,000 approximately three years ago.  They accepted the
installation of three additional systems totaling $180,000 between October 1,
2006 and March 27, 2007.  The three additional systems were paid for in
April 2007.  The claim was received by the Company on August 2, 2007. The
Company has taken a reserve in the amount of $180,000 equal to the amount paid
for the last 3 systems in consideration of this claim.  Commissions in the
amount of approximately $46,000 have also been accrued.





As a
result of the sale of the Company’s assets during the year ended September 30,
2008, Danaos Management Consultants has withdrawn their claim.  The
$180,000 reserve pertaining to Danaos was reversed in the first quarter of
fiscal 2008.  In addition as part of the asset sale, Danaos has offset the
outstanding commissions against the purchase price.





In
addition, another customer has indicated that it is considering a possible claim
for the installation costs incurred and the anticipated removal costs for a
recently installed system. In anticipation of this possible claim, the Company
reserved $15,000 which it believes is sufficient to cover any costs connected
with this possible claim.

















F17








BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
12 - RESTRUCTURING EXPENSE (COSTS ASSOCIATED WITH CESSATION OF THE COMPANY’S
OPERATIONS)




During
the year ended September 30, 2007, the Company established a restructuring
reserve to account for the costs associated with the cessation of the Company’s
operations. These costs include inventory and machinery and equipment
write-downs (see Note 3), equipment lease terminations, customer claims and
other costs. These costs, as reflected on the accompanying consolidated
statement of operations for the year ended September 30, 2007, are net of (i)
settlements directly associated with the Company’s efforts to settle liabilities
(for reduced amounts) due vendors and others (ii) the forgiveness of note
payables to founders. A summary of restructuring expense follows (dollar amounts
in thousands):


Year
      ended September 30, 2007Charged
              
              Paid
      or
              
              RemainingTo
      Expense
              
              Settled
              
              LiabilityInventory
      and fixed asset write-down
              
              $
              1,729
              
              $
              1,568
              
              $
              161Customer
      claims
              
              
              195
              
              
              
              
              
              195Unbilled
      sales write-off
              
              
              58
              
              
              58Vendor
      settlements
              
              
              (210
              )Forgiveness
      of notes payable to founders
              
              
              (156
              )$
              1,616
              
              
              
              
              $
              356




The
foregoing remaining liability of $356,000, included in the accounts payable and
accrued expenses in the accompanying consolidated balance sheet as of September
30, 2007, does not include contingencies, if any, connected with claims unknown
to the Company at this time. However, the customer claim of $195,000 was offset
in part by the settlement of a previous claim by another customer. During the
year ended September 30, 2008, the Company was released of its obligation to pay
liabilities associated with a certain customer’s claims as part of an asset
purchase agreement.





NOTE
13 - RETIREMENT PLAN





In
January 2004, the Company adopted a 401(K) plan (the “Plan”) in which eligible
employees may elect to defer a certain percentage of their salary to a qualified
retirement plan. Eligibility is based on an age requirement, as defined in the
Plan’s document. All employee contributions vest immediately. Employer
contributions to the Plan are at the discretion of the Company’s Board of
Directors. No employer matching contributions were made for the years ended
September 30, 2008 and 2007.





NOTE
14 - CUSTOMER AND SUPPLIER CONCENTRATIONS





The
Company has relied on a limited number of customers for a substantial portion of
total revenues. Revenues from one and three customers totaled approximately 0%
and 75% of total revenues in fiscal years ended September 30, 2008 and 2007,
respectively.





The
Company contracted with certain service providers to supply manufacturing,
technology and communication services for its operations. Services from two
suppliers accounted for 0% and 56% of cost of revenues in fiscal years ended
September 30, 2008 and 2007, respectively.








F18


BBM
HOLDINGS, INC. (September 30, 2007 & 2008)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE
15 - SIGNIFICANT EVENTS





On
October 16, 2007, the Company agreed to sell substantially all of its assets
(primarily intellectual property and technology) relating to broadband services
to ships, to private investors for $460,000 pursuant to an asset purchase
agreement (the “Asset Purchase Agreement”). The Company completed the
transaction on November 1, 2007, after required notice was provided to
stockholders under applicable Utah corporate law. In conjunction with the
completion of the asset sale, BBM’s major customer agreed to release the Company
of its obligation to pay accrued commissions and agreed to withdraw claims made
against the Company aggregating approximately $466,000.































F19







Item  9.  
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.




On March
30, 2007, upon the closing of the merger (the “Merger”) pursuant to an Agreement
and Plan of Merger, dated January 15, 2007, by and among the Company (formerly
known as Prime Resource, Inc.), Prime Acquisition, Inc., a wholly-owned
subsidiary of the Registrant ("Merger Sub") and Broadband Maritime, Inc., a
Delaware corporation (“Broadband”), as amended by the First Amendment to the
Agreement and Plan of Merger, dated February 13, 2007, and the Second Amendment
to the Agreement and Plan of Merger, dated March 16, 2007 (the "Merger
Agreement"), the stockholders of Broadband became the majority stockholders of
the Company. The merger has been treated as a “reverse acquisition” for
accounting purposes and as such, the historical financial statements of the
accounting acquirer, Broadband, become the historical financial statements of
the Company. Because Broadband’s independent registered public accounting firm,
Rothstein, Kass & Company, P.C., (“Rothstein Kass”), was different from the
Registrant’s independent registered public accounting firm, Child, Van Wagoner
& Bradshaw, PLLC (“ Child, Van Wagoner”), there was a change in company’s
independent registered public accounting firm as a result of the
merger.  The change to Rothstein, Kass was approved by the Company’s
Board of Directors. During each of the two years in the period ended September
30, 2007, and through April 17, 2008, there were no disagreements with
Rothstein, Kass & Company, P.C. on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Rothstein, Kass &
Company, P.C., would have caused them to make reference to the subject matter of
each of such disagreements in connection with their reports on the financial
statements for such years. On  April 17, 2008 Child Van Wagoner and
Bradshaw was re-appointed to be the company’s auditor.





Child,
Van Wagoner’s report on the financial statements of the company for each of the
past two fiscal years ended December 31, 2005 and 2006 did not contain any
adverse opinion or disclaimer of opinion and was not qualified as to audit scope
or accounting principles.




During
the two most recent fiscal years ended December 31, 2006 and 2005, and through
March 30, 2007, (i) there were no disagreements between the Company and Child,
Van Wagoner on any matter of accounting principles or practices, consolidated
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Child, Van Wagoner, would have caused Child, Van
Wagoner to make reference to the subject matter of the disagreement in
connection with its reports and (ii) there were no “reportable events”, as
described in Item 304(a)(1)(iv) of Regulation S-B of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. During the fiscal years ended December
31, 2006 and 2005 respectively, and through March 30, 2007, neither the
Registrant nor anyone acting on its behalf consulted Rothstein Kass regarding
either (1) the application of accounting principles to a specified transaction,
either completed or contemplated, or the type of audit opinion that might be
rendered on the Registrant’s consolidated financial statements or (2) any matter
that was the subject of a disagreement with Child, Van Wagoner or event
identified in Item 304(a)(1)(iv) of Regulation S-B.




Item 9A.  CONTROLS AND PROCEDURES.




The
Company’s management, including the chief executive officer and chief financial
officer (who are the same person), do not expect that our disclosure controls
and procedures or our internal control over financial reporting will prevent or
detect all errors and all fraud that could occur. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met. The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake.  Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls.  The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject to
risks.  Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or
procedures.






15




The
Company knows of no fraudulent activities or any material accounting
irregularities.  The Company does not have an independent audit
committee.  The Company believes that an independent committee is not
required for OTC Bulletin Board listings, but may further review the
advisability and feasibility of establishing such a committee in the
future.




The
Company is aware of the general standards and requirements of the Sarbanes-Oxley
Act of 2002 and has implemented procedures and rules to comply, so far as
applicable, such as a prohibition on company loans to management and
affiliates.  The Company does not have any audit committee as it does
not believe the act requires a separate committee for companies that are
reporting companies, but not registered under the Securities and Exchange Act of
1934 (e.g., companies registered under Section 15(d)) and whose shares trade
only on the OTC Bulletin Board.




Management’s
Annual Report on Internal Control Over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with
generally accepted accounting principles.





Under the
supervision and with the participation of our management, including our Chief
Executive Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework established by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as
set forth in Internal Control - Integrated Framework. Based on our evaluation
under the framework in Internal Control - Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of
September 30, 2008.





This
annual report does not include an audit or attestation report of our registered
public accounting firm regarding our internal control over financial reporting.
Our management’s report was not subject to audit or attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.







Part  III




Item
      10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.




Following
this table is a brief biographical description for each of the management
principals with a brief description of their business experience and present
relationship to BBM as of January 1, 2009, together with all required relevant
disclosures for the past five years.




Following
the biographical information for the directors and officers is a remuneration
table showing current compensation, and following this table is a security
ownership table showing security ownership of the principal officers and
directors, as well as those holding 5% or more of the issued and outstanding
stock.







16





NAME                                                      POSITION                                                     
   CURRENT TERM OF
OFFICE


Ira
Greenstein                                           Chairman                                                          Ongoing


Andrew
Limpert                                       Interim
CEO and
President/Director            
Ongoing








IRA
GREENSTEIN, age 46, Chairman and Director.





Mr.
Greenstein has served as a Director of the Registrant since March 30, 2007. Mr.
Greenstein also currently serves as a director and Chairman of the Board for
Broadband.  Mr. Greenstein has since 2001 been the President of IDT
Corporation (NYSE: IDT), a local, long distance and calling card services
provider. Prior to joining IDT in 2000, Mr. Greenstein was a partner in the law
firm of Morrison & Foerster LLP, where he served as the Chairman of that
firm's New York office's Business Department. Concurrently, Mr. Greenstein
served as General Counsel and Secretary of Net2Phone, Inc.




Prior to
joining Morrison & Foerster, Mr. Greenstein was an associate in the New York
and Toronto offices of Skadden, Arps, Slate, Meagher & Flom LLP. Mr.
Greenstein served on the Securities Advisory Committee and as second counsel to
the Ontario Securities Commission.




Mr.
Greenstein serves on the Board of Document Security Systems, Inc. (AMEX:DMC), is
a Director of Zedge, Inc. and is on the Board of Advisors of the Columbia Law
School Center on Corporate Governance. Mr. Greenstein received a B.S. from
Cornell University and a J.D. from Columbia University Law School.





ANDREW W.
LIMPERT, age 39, Director.





Mr.
Limpert has served as a Director of the Registrant since 2002. Since, November
1, 2007, Mr. Limpert also currently serves as CEO and President of the
Registrant on an interim basis. He has been an investment advisor with Belsen
Getty, LLC since 1998 and continues in this role as well as acting as a business
and financial consultant to various small public and private
companies.





Mr.
Limpert received a Bachelor of Science degree in Finance from the University of
Utah and an MBA in Finance from Westminster College.




Mr.
Limpert is not providing his services to the Company on a full-time basis and is
assisting BBM on a limited as-needed basis.




Compliance
with Section 16(a) of the Exchange Act




To BBM’s knowledge, no director,
officer or beneficial owner of more than 10% of our Common shares has failed to
file on a timely basis any reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year or prior fiscal year.




Code of
Ethics





Due to
its current reducing staffing levels and its cessation of business, the Company
has not adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, and principal accounting officer, or
persons performing similar functions.





Nominating
Committee





Due to
its current reducing staffing levels and its cessation of business, the Company
does not have a Nominating Committee for nomination of Directors.  The
Company’s current Directors, Messrs. Greenstein and Limpert, participate in the
consideration of director nominees.




17


There are
no material changes to the procedures by which security holders may recommend
nominees to BBM’s Board of Directors. To date, the Board of Directors has not
received any director nominations from stockholders of the Company.




The Board
of Directors will consider director candidates recommended by stockholders. The
Board does not intend to alter the manner in which it evaluates candidates,
including the minimum criteria set forth above, based on whether the candidate
was recommended by a stockholder or not. Stockholders who wish to recommend
individuals for consideration by the Board to become nominees for election to
the Board may do so by delivering a written recommendation to BBM at the
following address:  BBM Holdings, Inc., 1245 Brickyard Rd., #590,Salt
Lake City, Utah 84106, at least six months prior to any meeting at which
directors are to be elected. Submissions must include the full name of the
proposed nominee, a description of the proposed nominee's business experience
for at least the previous five years, complete biographical information, a
description of the proposed nominee's qualifications as a director and a
representation that the nominating stockholder is a beneficial or record owner
of the Company's stock. Any such submission must be accompanied by the written
consent of the proposed nominee to be named as a nominee and to serve as a
director if elected.




Audit
Committee





Due to
its current reducing staffing levels and its cessation of business, the Company
does not have an Audit Committee.  Accordingly, the Board of Directors
is acting as the Registrant’s audit committee.  Mr. Limpert is
qualified as an audit committee financial expert.  Mr. Greenstein is
independent.  Mr. Limpert is not independent.





Item
11.  EXECUTIVE COMPENSATION.




SUMMARY
COMPENSATION TABLE(1)


Annual
      Compensation
              
              Long-Term
      Compensation
 Name
      and
                  Principal
      Position
                Year
                Salary
                  ($)
                Bonus
                  ($)
                Stock
      Awards
                  ($)
                Option
      Awards
                  ($)
                Non-Equity
      Incentive Plan
                  Compensation
                  ($)
                Change
      in Pension Value and Non-Qualified Deferred Compensation Earnings
      ($)
                All
      Other
                  Compensation
                  ($)
                Total
                  ($)Andrew
      Limpert Director and CEO and President
                2007
                0
                0
                0
                0
                0
                0
                0
                02008
                0
                0
                0
                193,047
                0
                0
                0
                193,047Ira
      Greenstein Chairman and Director
                2007
                0
                0
                0
                0
                0
                0
                0
                02008
                0
                0
                0
                386,094
                0
                0
                0
                386,094


(1)
            In
      connection with the merger, the Registrant’s fiscal year changed from
      December 31 to September 30.  Accordingly, the information for
      fiscal year ended September 30, 2007 is not comparable to prior fiscal
      years.





(2)
            Mr.
      Limpert has served as a Director of the Registrant since 2002 and as of
      November 1, 2007, currently serves as the CEO and President of the
      Registrant without compensation on an interim
  basis.





(3)
            Historical
      financial information presented is that of Prime Resource, Inc., the
      predecessor to BBM Holdings, Inc., prior to the
      Merger.  Accordingly, the information for fiscal years ended
      December 31, 2006 and 2005 is not comparable to the information for the
      fiscal year ended September 30,
2007.





18


Outstanding
Equity Awards at Fiscal Year-End





A.
            Option
      Awards





The
following table provides certain information with respect to individual grants
during the fiscal year ended September 30, 2008 to each of our named executive
officers of common share purchase options relating to our common
shares:


Name
                Number
      of Common Shares Underlying
                  Unexercised
      Options (#) Exercisable
                Number
      of Common Shares Underlying
                  Unexercised
      Options (#) Unexercisable
                Equity
      Incentive Plan Awards:  Number of Securities Underlying
      Unexercised Unearned Options (#)
                Option
      Exercise Price ($)
                Option
                  Expiration
                  DateAndrew
      Limpert (1)
                  Director
      and CEO and President
                193,047
                —
                —
                .65
                April
      9, 2013Ira
      Greenstein(2)
                  Chairman
      and Director
                386,094
                —
                —
                .65
                April
      9, 2013


(1)
            Mr.
      Limpert has served as a Director of the Registrant since 2002 and as of
      November 1, 2007, currently serves as the CEO and President of the
      Registrant on an interim part-time
basis.





B.
            Stock
      Awards





The
following table provides certain information with respect to individual grants
during the fiscal year ended September 30, 2008 to each of our named executive
officers of common shares:





Name
              Number
      of Shares or Units of Stock That Have Not Vested (#)
              Market
      Value of Shares or Units of Stock That Have Not Vested ($)
              Equity
      Incentive Plan Awards:  Number of Unearned Shares, Units or
      Other Rights That Have Not Vested (#)
              Equity
      Incentive Plan Awards:  Market or Payout Value of Unearned
      Shares, Units or Other Rights That Have Not Vested ($)Andrew
      Limpert (1)
                Director
      and CEO and President
              —
              —
              193,047
              —Ira
      Greenstein (2)
                Chairman
      and Director
              —
              —
              386,094
              —









19





(1)
              
              (2)
            Mr.
      Limpert has served as a Director of the Registrant since 2002 and as of
      November 1, 2007, and
              currently
      serves as the CEO and President of the Registrant on an interim part-time
      basis.
              Mr.
      Greenstein currently serves as Chairman and
  Director.





No named
executive officer received any grants of stock for the fiscal year ended
September 30, 2008.





Employment
Contracts





The
Registrant currently has reduced employment to a small residual
force.  Neither Mr. Greenstein nor Mr. Limpert has employment
agreements with the Registrant.  The Registrant currently has no
written or unwritten employment arrangements with Mr. Greenstein or Mr.
Limpert.





Remuneration
of Officers




Mr. Limpert did not receive cash
compensation from the Company in fiscal year ended September 30,
2008.




Compensation
of Directors




By virtue
of his service to the company during fiscal 2008, Mr. Limpert received 193,047
warrants to purchase common stock of the registrant at an initial purchase price
of $0.65 per share, subject to adjustment, exercisable on or prior to April 9,
2013.




By virtue
of his service to the Company during fiscal 2008, Mr. Greenstein received
386,094 warrants to purchase common stock of the registrant at an initial
purchase price of $0.65 per share, subject to adjustment, exercisable prior to
April 9, 2013.




Item
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.




The following table set forth the
ownership, as of the date of this Annual Report, of our voting securities by
each person known by us to be the beneficial owner of 5% or more of any class of
our voting securities, by each of our directors, and by all executive officers
and our directors as a group.  To the best of our knowledge, all
person named below have sole voting and investment power with respect to such
shares.





BENEFICIAL
OWNERS OF 5% OR MORE OF REGISTRANT'S VOTING SECURITIES


Name
      and Address of Beneficial Owner
                Shares
      Owned
                Right
      to Acquire (1)
                Shares
      Owned Beneficially
                Ownership
      Percentage(2)AIGH
      Investment Partners, LLC
                3,153,294
                1,511,107
                4,664,401
                18.48%6006
      Berkeley AvenueBaltimore,
      MD 21209Asia
      Marketing Limited
                1,815,311
                881,480
                2,696,791
                10.68%P.O.
      Box 3236Ramat
      Gam 52131 IsraelCamco
      - c/o Charles Alpert
                1,014,951
                487,848
                1,502,799
                5.95%466
      Arbuckle AvenueCedarhurst,
      NY  11516FAME
      Associates
                1,091,356
                545,678
                1,637,034
                6.48%111
      Broadway, 20th FloorNew
      York, NY 10006Ganot
      Corporation
                1,479,205
                713,427
                2,192,632
                8.68%4000
      Hollywood Blvd. 530 NHollywood,
      FL  33021
  20


Globis
      entities (3)
                2,437,507
                1,248,900
                3,686,407
                14.60%60
      Broad StreetNew
      York, NY  10004LaPlace
      Group, LLC
                1,098,901
                529,823
                1,628,724
                6.45%3666
      Shannon RoadCleveland
      Hts, OK  44118South
      Ferry #2, LP
                2,845,917
                1,357,519
                4,203,436
                16.65%1
      State Street Plaza, 29th FloorNew
      York, NY  10004St,.
      Lucia Investment & Trade Corp.
                1,306,943
                620,756
                1,927,699
                7.64%c/o
      BroadbandIra
      Greenstein (4)
                —
                386,094
                386,094
                1.53%c/o
      BBMAndrew
      Limpert (5)
                321,700
                193,047
                514,747
                2.04%c/o
      BBMMary
      Ellen Kramer (6)
                184,602
                92,396
                276,998
                1.10%c/o
      BBMZevi
      Kramer (6)
                184,602
                92,396
                276,998
                1.10%All
      Officers and Directors
                321,700
                —
                321,700
                1.27%as
      a Group (7)
  (1)  Rounded
to nearest share; warrants are warrants to purchase common stock of the
Registrant.


(2)  Calculated
on the basis of 25,247,006 shares of Common Stock outstanding as reported in the
Company’s Quarterly Report for the quarter ended June 30, 2008, filed on August
18, 2008, plus the number of shares such holder has the right to
acquire.


(3)
Includes shares held by Globis Capital Partners and Globis Overseas Fund
Ltd.


(4)
Includes a five-year warrant granted to Mr. Greenstein for his services as a
director and Chairman of the Company, issued on April 9, 2008, exercisable for
386,094 shares of Common Stock at an exercise price of $0.65 per
share.


(5)
Includes a five-year warrant granted to Mr. Limpert for his services as a
director and Chief Executive Officer of the Company, issued on April 9, 2008,
exercisable for 193,047 shares of Common Stock at an exercise price of $0.65 per
share.


(6)
184,692 shares of Common Stock and warrants exercisable for 92,396 shares of
Common Stock are held in the name of Mary Ellen Kramer and Zevi Kramer
JTEN.


(7)  Mr.
Greenstein and Mr. Limpert are serving as the only directors of the
Company.  Mr. Limpert is serving as CEO and President on an interim
part-time basis.  Each of Ms. Kramer and Mr. Kramer served as a
Director of the Registrant from March 30, 2007 through May 30,
2007.  Accordingly, Common Stock beneficially owned by Ms. Kramer and
Mr. Kramer are not included in this amount nor percentage.





Changes
in Control.  There are currently no arrangements which would result in
a change in our control.


21


Item
13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





The
Company is not aware of any further transactions which would require disclosure
under this section by the Company and any affiliated party.





Item
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Prior to the Merger, Child, Van Wagoner
and Bradshaw served as the Company’s principal auditors.   After
the Merger, Rothstein, Kass & Company, Broadband’s auditor, continued as the
Company’s auditor. On April 17, 2008 the Company’s Board of Directors appointed
Child, Van Wagoner and Bradshaw to return as the Company’s auditors, Rothstein,
Kass & Company had no disagreements with BBM Holdings, Inc.





For the
calendar year 2007 the accounting firm of Child, Van Wagoner and Bradshaw, PLLC
charged the Company a total of $1,500 for independent accounting and auditing
fees.





For
fiscal year 2008, Rothstein, Kass & Company charged the Company a total of
$66,500 for independent accounting and auditing fees and Child, Van Wagoner
& Bradshaw received $21,535.





All fees
described above were approved by the Audit Committee. The Audit Committee has
determined that the rendering of the foregoing services other than audit
services by Child, Van Wagoner is compatible with maintaining the principal
accountant's independence.





The
following table represents aggregate fees billed to the Company for fiscal years
ending September 30, 2008, December 31, 2007 and 2006, by Child, Van Wagoner
& Bradshaw, the Company’s principal auditor from April 17, 2008 through
September 30, 2008.





FISCAL
      YEAR ENDEDSeptember 30, 2008 (2)
              December 31, 2007
              December 31, 2006Audit
      Fees
              $12,000
              
              $23,162Tax
      Fees (1)
              $9,275
              —
              —All
      Other Fees
              $260
              $1,500
              —Total
      Fees
              $21,535
              $1,500
              $23,162





(1)
            Fees
      paid for preparation and filing of the Company’s federal and state income
      tax returns.


(2)
            Fees
      billed to the Company through September 30,
  2008.





The
following table represents aggregate fees billed to the Company for fiscal years
ended September 30, 2008 and 2007, by Child, Van Wagoner and Bradshaw and its
former auditor Rothstein, Kass & Company, the Company’s principal accountant
from March 30, 2007 until 4/17/2008. As noted above, the company has no material
disagreements with its auditing firm as to the financial statements contained in
this annual report.






22





FISCAL
      YEAR ENDEDSeptember 30, 2008 (2)
              September 30, 2007Audit
      Fees
              $12,000
              $67,500Tax
      Fees (1)
              $9,275
              $6,500All
      Other Fees
              $260
              $13,500Total
      Fees
              $21,535
              $87,500


(1)
            Fees
      paid for preparation and filing of the Company’s federal and state income
      tax returns.


(2)
            Fees
      billed to the Company through September 30,
  2008.





All fees
described above were approved by the Board of Directors. The Board of Directors
has determined that the rendering of the foregoing services other than audit
services by Rothstein Kass & Company and Child, Van Wagoner & Bradshaw,
is compatible with maintaining the principal accountant's
independence.








Part
IV





Item
15. EXHIBITS.





Documents
listed below are filed as exhibits to this Annual Report on Form
10-K.





(a)
Exhibit Index:




Exhibit
      No.(2.1)
              
              Form
      of Asset Purchase Agreement, dated as of October 16,
  2007.(3(i))
              
              Amended Certificate of
      Incorporation, dated as of October 16, 2007.1(4.1)
              
              Form of Warrant Agreement.3(10.1)
              
              Consulting Agreement, dated
      November 12, 20083(10.2)
              
              Acquisition Agreement, dated
      November 12, 20083(10.3)
              
              Form of Warrant3(10.4)
              
              Form of Registration Rights
      Agreement3(10.5)
              
              First
      Amendment to Acquisition Agreement, dated January 12,
  2009(18)
              
              Letter of Rothstein, Kass &
      Company, P.C., dated April 22, 2008.2(23)
              
              Consent
      of Rothstein, Kass and Company, P.C.(31)
              
              Certification
      made pursuant to Section 302 of the Sarbanes Oxley Act of
      2002.(32)
              
              Certification
      made pursuant to Section 906 of the Sarbanes Oxley Act of
      2002.


23





________________________________





1.Filed and incorporated by
reference to the Registrant’s Current Report on Form 8-K, filed on October 17,
2007.




2.   Filed
and incorporated by reference to the Registrant’s Current Report on Form 8-K,
filed on April 23, 2008.




3. Filed
and incorporated by reference to the Registrant’s Current Report on Form 8-K,
filed on November 12, 2008.




SIGNATURES





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





REGISTRANT:BBM
      HOLDINGS, INC.Date:
              January
      12, 2009
              
              By:
              /s/ Ira GreensteinIra
      Greenstein, ChairmanDate:
              January
      12, 2009
              
              By:
              /s/ Andrew LimpertAndrew
      Limpert,
CEO/Director





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





Date:
              January
      12, 2009
              
              By:
              /s/ Ira GreensteinIra
      Greenstein, ChairmanDate:
              January
      12, 2009
              
              By:
              /s/ Andrew LimpertAndrew
      Limpert, CEO/Director








24