UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB




(Mark
      One)




x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE
                ACT OF 1934 For the fiscal year ended September 30,
                2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE
                ACT OF 1934 For the transition period from _______ to
                __________.




Commission
      File No: 000-28307





**BBM
      HOLDINGS, INC.**


(Name
      of
      Small Business Issuer in its Charter)


Utah
              
              13-3709558(State
                  or Other Jurisdiction of Incorporation or Organization)
              
              (I.R.S.
                  Employer Identification No.)





61
      Broadway, Suite 1905


New
      York, New York 10006


(Address
      of Principal Executive Offices)





(212)
      430-6369


Issuer’s
      Telephone Number





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)




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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 Noo




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. YES x
      NO o




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




State
      issuer’s revenues for its most recent fiscal year.   $377,000




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 January 9, 2008 was $0.65.




At
      January 9, 2008, the registrant had 25,247,006 shares of Common Stock
      outstanding.




DOCUMENTS
      INCORPORATED BY REFERENCE




None




Transitional
      Small Business Disclosure Format (check one): Yes o No x










TABLE
      OF
      CONTENTS


Part
                  I
              
              
              1Item
                  1. DESCRIPTION OF BUSINESS
              
              
              1Item
                  2. DESCRIPTION OF PROPERTY
              
              
              6Item
                  3. LEGAL PROCEEDINGS
              
              
              6Item
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              
              6Part
                  II
              
              
              6Item
                  5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS
                  MATTERS
              
              
              6Item
                  6. MANAGEMENT’ DISCUSSION AND ANALYSIS AND PLAN OF
                  OPERATION
              
              
              8Item
                  7. FINANCIAL STATEMENTS
              
              
              12Item
                  8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND
                  FINANCIAL DISCLOSURE
              
              
              13Item
                  8A.CONTROLS AND PROCEDURES
              
              
              13Part
                  III
              
              
              14Item
                  9. DIRECTORS, EXECUTIVE OFFICERS OF REGISTRANT
              
              
              14Item
                  10. EXECUTIVE COMPENSATION
              
              
              16Item
                  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT
              
              
              20Item
                  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
              
              
              21Item
                  13. PRINCIPAL ACCOUNTANT FEES AND SERVICES
              
              
              21Part
                  IV
              
              
              22Item
                  14. EXHIBITS
              
              
              22Certification
                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










Part
      I




Item
        1. DESCRIPTION
        OF 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 to
      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 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
      at *http://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. Prime
      Resource, Inc. (n/k/a BBM Holdings, Inc.). BBM is currently a “shell company”
and does not have any active business operation or active business assets.




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").




1




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.




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 Form 10-QSB-A filed by the
      Registrant on November 16, 2006.




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.” Accordingly, the accompanying consolidated statements
      of operations include the results of operations and cash flows of Broadband
      from
      October 1, 2005 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, 2007.




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 turn key solution
      providing always-on Internet access to commercial shipping fleets, as well
      as
      ship-to-shore telephone service with worldwide termination.




2




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 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 be a “shell company” and does not currently 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.




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
                cash
                needs of the Company 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.




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.




**Subsequent
      Event:** 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 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 *.*




3




Continuation
      of Company as Inactive Public Entity




BBM
      will
      continue on for so long as possible as an inactive public company seeking
      various merger, acquisition or other reorganization possibilities. BBM can
      give
      no future assurance that it would be successful in such efforts or that its
      limited retained maintenance will be adequate to continue the Company as an
      inactive 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 date, 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-KSB 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.




4




There
      is
      included in this section a discussion captioned as SIGNIFICANT SUBSEQUENT
      EVENTS, in which management attempts to explain significant subsequent events
      to
      the September 30, 2007 date of this report which will bear upon the potential
      future of the Company.




Material
      Subsequent Events




BBM
      reports, as material subsequent 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 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 38, has been 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.




Specific
      Business Plan and Projections




Because
      of the Asset Purchase Agreement, as generally outlined above, and due to the
      sale of substantially all of its assets and the cessation of the operations
      Broadband, BBM’s sole operating subsidiary in June 2007, BBM does not have any
      present business purpose or objective other than searching for a merger
      possibility. At present, the existing entity, BBM, must be considered only
      as an
      inactive public shell, without assets, or any revenue source and all business
      present planning and projects will be depended upon finding an appropriate
      merger candidate.




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. Finding an appropriate candidate will be difficult and
      subject to competition from other companies with more capital and management
      than the Company.




5




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.




Environmental
      Compliance




As
      previously indicated in prior filings for the Company, BBM is no longer an
      operating entity. The Company, as a result is not aware of any environmental
      claims or liabilities.




Governmental
      Compliance




BBM
      will
      continue as an inactive public company. 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.




Item
        2. DESCRIPTION
        OF PROPERTY




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.




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




In
      connection with transactions contemplated in the Asset Purchase Agreement,
      dated
      October 16, 2007, BBM received approval by written consent of a majority of
      its
      shareholders to the transactions contemplated thereby and provided notice of
      such action to its shareholders in accordance with Utah corporate law. BBM
      completed the transaction on November 1, 2007, after required stockholder
      approval under Utah corporate law.




Part
      II




Item
        5. MARKET
        FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS




BBM
‘s
      common shares are quoted on the OTC Bulletin Board (OTCBB) on May 26, 2004.
      Its
      trading symbol is BBMO.OB. Following is a table of the quotation ranges (high
      and low trading prices) for its shares for BBM’s last two fiscal
      years.




**High**
            
            **Low**
            
            
            
            **High**
            
            **Low****FY
                2006**
            
            
            
            
            
            
            
            
            **FY
                2007**January
                1st-
                March 30th2006
            
            $
            1.50
            
            $
            1.15
            
            
            January
                1st-March
                30th2007
            
            
            *
            
            
            *April
                1st-June
                30th2006
            
            $
            2.00
            
            $
            1.25
            
            
            April
                1st-June
                30th2007
            
            $
            1.75
            
            
            *July
                1st-
                September 30th2006
            
            $
            1.25
            
            $
            1.25
            
            
            July
                1st-September
                30th2007
            
            $
            1.35
            
            $
            1.25October
                1st-
                December 31st2006
            
            $
            1.30
            
            $
            1.25
            
            
            **FY
                2008**October
                1st-December
                31st2007
            
            
            
            
            
            
            
            
            
            
            $
            1.25
            
            $
            0.70January
                1st-January
                11th2008
            
            
            
            
            
            
            
            
            
            
            $
            0.65
            
            $
            0.65





*
      BBM’s
      common shares were not quoted **.**





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




6





Merger





In
      the
      Merger, BBM issued an aggregate of 23,773,217 shares 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 Time,
      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.





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, exercisable to
      purchase an aggregate of up to 250,000,000 shares of common stock at $0.02
      per
      share, 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 22,134,228 common shares of
      BBM





Fiscal
      2006 Activity





During
      the year ended September 30, 2006, Broadband issued 635,275 common shares
      (retroactively restated to 10,666 to reflect the number of shares received
      in
      the Merger) to employees from the exercise of stock options under the Employee
      Stock Option Plan, adopted in December 2005, at $0.01 per share. In addition,
      12,500 common shares (retroactively restated to 210 to reflect the number of
      shares received in the Merger) were sold from the exercise of stock options
      relating to services rendered in connection with the sale of convertible
      debentures during the year ended September 30, 2005. Broadband also sold 2,500
      common shares (retroactively restated to 42 to reflect the number of shares
      received in the Merger) to an individual under a stock option exercise relating
      to the conversion of a bridge loan.





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
      become exercisable only if Broadband achieves 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 will terminate 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.




7





In
      April
      2006, Broadband entered into a stock option agreement with certain directors
      granting them 300,000 options exercisable through April 30, 2007 at $0.01 for
      services rendered during the year ended September 30, 2004 in lieu of stock
      issued and subsequently cancelled. These options were not exercised and expired
      on April 30, 2007.





In
      April
      2006, Broadband entered into a stock option agreement with certain individuals
      granting them 867,906 options exercisable through April 30, 2007 at $0.01 for
      services rendered in connection with the sale of convertible debentures during
      the years ended September 30, 2005 and 2004 in lieu of stock issued and
      subsequently cancelled, as per Note 9. These options were not exercised and
      expired on April 30, 2007.





In
      April
      2006, Broadband entered into a stock option agreement with an individual
      granting 2,500 options exercisable through April 30, 2007 at $0.01 for services
      in connection with the bridge financing, as per Note 8, during the year ended
      September 30, 2005. These options were not exercised and expired on April 30,
      2007.





Item
        6. MANAGEMENT’
        DISCUSSION AND ANALYSIS AND PLAN OF OPERATION




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 to 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.




8




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 Form 10-QSB filed by the
      Registrant on November 16, 2006.




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, 2005 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, 2007




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.




**Subsequent
      Event:** 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 *.*




9




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 38, 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 nor is he being compensated.




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-efforts, 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, 2007, BBM had cash of approximately $197,000 and inventory of
      $26,000, fixed assets of $61,000, security deposits of $87,000, other current
      assets of $3,000, and investment in Lightspace securities valued at
      $328,000.




After
      the
      asset sale, which was completed on November 1, 2007, BBM’s cash position
      increased by the $460,000 purchase price to approximately $650,000 while the
      entire outstanding inventory and fixed assets were sold.




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.”




10




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 (SEC) 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 is being devoted to the operation
                of the Company now that it is inactive. 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.




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 operations for the year ended September 30, 2007 reflect the following
      changes from the prior period:




**Year
      end September 30** **(1)** **** ****


**2007**
              
              **2006**
              
              **Change**Revenues
              
              $
              377,000
              
              $
              124,000
              
              $
              254,000Cost
                  of Revenues
              
              
              1,252,000
              
              
              1,203,000
              
              
              49,000Selling,
                  General &
                Administrative
                  Expenses
              
              
              2,705,000
              
              
              2,514,000
              
              
              192,000Research
                  and Development
                Expenses
                Stock-based
                  compensation
                Restructuring
                  Costs
              
              
              1,116,000
                
                4,000
                
                1,616,000
              
              
              1,222,000
                
                25,000
              
              
              (107,000)
                
                21,000
                
                1,616,000Loss
                  from Operations
              
              
              (6,316,000
              )
              
              (4,840,000
              )
              
              (1,476,000
              )Other
                  Income
              
              
              12,000
              
              
              101,000
              
              
              (89,000
              )Net
                  loss
              
              $
              (6,304,000
              )
              $
              (4,739,000
              )
              $
              (1,565,000
              )





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





11


Revenues
      for the year ended September 30, 2007 exceeded the comparable period for 2006
      by
      approximately $253,000 which reflects an increase in the number of installed
      systems in place, as well as increased installation service revenue. This
      increase was in spite of the write-off of several systems which were refunded
      in
      conjunction with the cessation of Broadband’s operations.




Cost
      of
      revenues increased approximately $49,000 in the year ended September 30, 2007
      compared to the prior year, reflecting the cost of systems sold and the effect
      of satellite service rebates received in the prior year that were not repeated
      in 2007. In addition, the Company wrote off certain obsolete inventory of
      approximately $65,000 in the year ended September 30, 2007.




Selling,
      general and administrative expenses increased approximately $191,000 reflecting
      $226,000 in increased legal and accounting fees, and $88,000 in payroll and
      benefits. These increased expenses in 2007 were partially offset by a decrease
      in the reserve for obsolete inventory of $55,000.




Research
      and development expenses decreased approximately $106,000 compared to the year
      ended September 30, 2006. This reflects decreased costs related to the
      development next-generation products.




Costs
      related to closing operations include inventory write-down of approximately
      $1,265,000, and fixed assets write-down of approximately $464,000 and a gain
      from the forgiveness of a note payable to an affiliate as well as a gain from
      vendor settlements of a total of approximately $366,000. Other restructuring
      costs for the year ended September 30, 2007 include a reserve for possible
      customer claims of $195,000.




Loss
      from
      operations increased from a loss of approximately $4,840,000 for the year ended
      September 30, 2006 to approximately $6,316,000 for the same period in 2007.
      The
      increase of almost $1,476,000 in the loss reflects higher revenues, which were
      more than offset by higher cost of revenues, selling, general and administrative
      expenses, and costs associated with closing operations.




Other
      income including interest income decreased by approximately $89,000 to
      approximately $12,000 for the year ended September 30, 2007.




Net
      loss
      increased approximately $1,565,000 from the prior interim period, due to
      increased losses from operations and costs associated with the cessation of
      operations.




Item
      7.  FINANCIAL
      STATEMENTS




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-KSB 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




12




Report
        of
        Independent Registered Public Accounting Firm
 To
        the
        Board of Directors and Stockholders of
 BBM
        Holdings, Inc. and Subsidiaries
 
 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, stockholders’ equity (deficit), and cash flows for each of the two
        years in the period 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 audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require that
        we plan and perform the audits 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 audits 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 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 each
        of the
        two years in the period 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
 
 F-1
  BBM
                  Holdings, Inc. and SubsidiariesConsolidated
                  Balance Sheet
  September
                  30, 2007ASSETSCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              197,000Inventories,
                  net
              
              
              26,000Prepaid
                  expenses and other current assets
              
              
              3,000Total
                  current assets
              
              
              226,000Machinery
                  and equipment, net
              
              
              61,000Security
                  deposits
              
              
              87,000Investment
                  in securities
              
              
              328,000TOTAL
                  ASSETS
              
              $
              702,000LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  LiabilitiesAccounts
                  payable
              
              $
              240,000Accrued
                  expenses
              
              
              397,000Total
                  current liabilities
              
              
              637,000Long-term
                  liabilities, dividend payable
              
              
              328,000Commitments
                  and ContingenciesSTOCKHOLDERS'
                  DEFICITPreferred
                  stock, Series A , no par value, 10,000,000authorized
                  shares; 1,454,090 issued and outstandingCommon
                  stock, no par value, 50,000,000 authorized shares;25,247,006
                  issued and outstanding
              
              
              21,366,000Accumulated
                  deficit
              
              
              (21,629,000
              )Total
                  stockholders' deficit
              
              
              (263,000
              )$
              702,000
  See
                  accompanying notes to consolidated financial
                  statements.
  F-2
  BBM
                    Holdings, Inc. and SubsidiariesConsolidated
                    Statements of Operations
  Years
                    EndedSeptember
                    30,2007
                
                2006NET
                    REVENUES
                
                $
                377,000
                
                $
                124,000OPERATING
                    EXPENSESCost
                    of revenues
                
                
                1,252,000
                
                
                1,203,000Selling,
                    general and administrative costs
                
                
                2,705,000
                
                
                2,514,000Research
                    and development costs
                
                
                1,116,000
                
                
                1,222,000Stock-based
                    compensation
                
                
                4,000
                
                
                25,000Restructuring
                    expense
                
                
                1,616,000Total
                    operating expenses
                
                
                6,693,000
                
                
                4,964,000Loss
                    from operations
                
                
                (6,316,000
                )
                
                (4,840,000
                )OTHER
                    INCOMEInterest
                    income, net
                
                
                12,000
                
                
                59,000Other
                    income
                
                
                
                
                
                42,00012,000
                
                
                101,000Net
                    loss
                
                $
                (6,304,000
                )
                $
                (4,739,000
                )Net
                    loss per common shareBasic
                    and diluted
                
                $
                (0.44
                )
                $
                (2.91
                )Weighted
                    average number of common shares outstandingBasic
                    and diluted
                
                
                14,255,000
                
                
                1,629,000
  See
                    accompanying notes to consolidated financial
                    statements.
   F-3
  BBM
                    Holdings, Inc. and SubsidiariesConsolidated
                    Statements of Stockholders' Equity (Deficit)Years
                    Ended September 30, 2007 and 2006
  Broadband
                    Class A 5%
                
                BBM
                    Holdings Series A
                
                CommonConvertible
                    Preferred Stock
                
                Preferred
                    Stock
                
                Stock
                
                
                
                AccumulatedShares
                
                Amount
                
                Shares
                
                Amount
                
                Shares
                
                Amount
                
                Deficit
                
                Total**Balances,
                    October 1, 2005**
                
                
                572,021
                
                $
                -
                
                
                -
                
                $
                -
                
                
                1,625,431
                
                $
                14,610,000
                
                $
                (10,586,000
                )
                $
                4,024,000Exercise
                    of stock options
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                10,918
                
                
                7,000
                
                
                
                
                
                7,000Stock-based
                    compensation on employee options granted
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                25,000
                
                
                
                
                
                25,000Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (4,739,000
                )
                
                (4,739,000
                )**Balances,
                    September 30, 2006**
                
                
                572,021
                
                
                
                
                
                
                
                
                
                
                
                1,636,349
                
                
                14,642,000
                
                
                (15,325,000
                )
                
                (683,000
                )Sale
                    of class A 5% convertible preferred stock, net of expenses
                
                
                656,000
                
                
                6,251,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                6,251,000Conversion
                    of bridge loans into Broadband class A 5% preferred stock
                
                
                45,700
                
                
                457,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                457,000Stock-based
                    compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,000
                
                
                
                
                
                4,000Class
                    A 5% convertible preferred stock dividend issued
                
                
                44,570Exercise
                    of stock options
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,834
                
                
                2,000
                
                
                
                
                
                2,000Dividend
                    of preferred stock granted to shareholders of the
                    Registrant
                
                
                
                
                
                
                
                
                1,454,090Reverse
                    acquisition on March 30, 2007Conversion
                    of Broadband preferred stock intocommon
                    stock
                
                
                (1,318,291
                )
                
                (6,708,000
                )
                
                
                
                
                
                
                
                22,134,301
                
                
                6,708,000
                
                
                
                
                
                -Common
                    stock issued to the shareholders of Prime Resources, Inc
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,454,090Sale
                    of common shares
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                17,432
                
                
                10,000
                
                
                
                
                
                10,000Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,304,000
                )
                
                (6,304,000
                )**Balances,
                    September 30, 2007**
                
                
                -
                
                $
                -
                
                
                1,454,090
                
                $
                -
                
                
                25,247,006
                
                $
                21,366,000
                
                $
                (21,629,000
                )
                $
                (263,000
                )See
                    accompanying notes to consolidated financial
                    statements.
  F-4
 BBM
          Holdings, Inc. and Subsidiaries
 Consolidated
        Statements of Cash Flow
  Years
                  EndedSeptember
                  30,2007
              
              2006**Cash
                  flows from operating activities**Net
                  loss
              
              $
              (6,304,000
              )
              $
              (4,739,000
              )Adjustments
                  to reconcile net loss tonet
                  cash used in operating activities:Depreciation
              
              
              163,000
              
              
              263,000Inventory
                  write-down
              
              
              1,265,000Machinery
                  and equipment write-down
              
              
              464,000Loss
                  on disposal of fixed assets
              
              
              
              
              
              43,000Other
                  restructuring charges
              
              
              253,000Vendor
                  settlements and forgiveness of indebtedness
              
              
              (366,000
              )Security
                  deposits applied to satisfy operating payables
              
              
              134,000Stock-based
                  compensation
              
              
              4,000
              
              
              25,000Changes
                  in operating assets and liabilities:Accounts
                  receivable, net
              
              
              10,000
              
              
              25,000Inventories,
                  net
              
              
              (253,000
              )
              
              (219,000
              )Prepaid
                  expenses and other current assets
              
              
              150,000
              
              
              (14,000
              )Accounts
                  payable
              
              
              (205,000
              )
              
              126,000Accrued
                  expenses
              
              
              (653,000
              )
              
              (60,000
              )Other
                  liabilities and deferred revenues
              
              
              (24,000
              )
              
              (1,000
              )Net
                  cash used in operating activities
              
              
              (5,362,000
              )
              
              (4,551,000
              )**Cash
                  flows from investing activities**Purchases
                  of machinery and equipment
              
              
              (376,000
              )
              
              (156,000
              )Refund
                  of sub-lease security deposit
              
              
              (9,000
              )Receipt
                  of security deposits
              
              
              5,000Net
                  cash used in investing activities
              
              
              (380,000
              )
              
              (156,000
              )**Cash
                  flows from financing activities**Proceeds
                  from (repayment of) bridge loans
              
              
              (358,000
              )
              
              815,000Net
                  proceeds from issuance of preferred stock
              
              
              6,251,000Proceeds
                  from sale of common stock
              
              
              10,000Proceeds
                  from exercise of stock options
              
              
              2,000
              
              
              7,000Net
                  cash provided by financing activities
              
              
              5,905,000
              
              
              822,000Net
                  increase (decrease) in cash
              
              
              163,000
              
              
              (3,885,000
              )Cash
                  and cash equivalents at beginning of year
              
              
              34,000
              
              
              3,919,000Cash
                  and cash equivalents at end of year
              
              $
              197,000
              
              $
              34,000**Supplemental
                  schedules of non-cash investing and financing
                  activities:**Conversion
                  of bridge loans into preferred stock
              
              $
              457,000
              
              $
              -Conversion
                  of preferred stock into common stock
              
              $
              6,708,000
              
              $
              -See
                  accompanying notes to consolidated financial statements.
  F-5
  BBM
        HOLDINGS, INC.
 **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 Prime
        Resources, 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 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 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"), described in the Form 10QSB-A filed by the Registrant on November
        16, 2006.
 
 In
        accordance with the Merger Agreement, BBM issued an aggregate of 23,773,217
        shares 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 Time, 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.
 
 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, 2005 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, 2007.
  Net
        liabilities of the Registrant as of March 30, 2007 were as follows:
  Investment
                  in securities
              
              $
              372,000Dividend
                  payable
              
              
              (372,000
              )$
              -
  F-6
  **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
        assessed 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.
  On
        May
        31, 2007 and as a result of the Company’s plan to cease operations, 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 continues to serve
        as the Principal Executive Officer and Principal Financial Officer of the
        Company (see Note 15).
  **NOTE
        2 - GOING CONCERN**
 
 The
        accompanying consolidated financial statements have been prepared assuming
        the
        Company will continue as a going concern. At September 30, 2007, the Company
        had
        cash of $197,000, an accumulated deficit of $21,629,000 and a working capital
        deficiency of $411,000 and, for the year then ended, the Company incurred
        a net
        loss of $6,304,000 and utilized $5,362,000 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 sale of the
        remaining assets and the settlement of outstanding liabilities. Thereafter,
        the
        Company will have limited funds to pay for ongoing public reporting and minimal
        operating expense. In addition, not all obligations of the Company have been
        settled and it is possible other financial obligations of the Company may
        occur.
        Once the assets of Broadband are disposed of, the Company will essentially
        be a
“shell” corporation in that it will not have any active business purpose 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.
 
 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 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 receivables as of September 30, 2007.
  F-7
  **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 on the open market. The
        remainder of the inventory was written down to nil. 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.
  ·
              Collectibility
                  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.
  F-8
 
 **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 for the years ended September 30, 2007 and 2006 were
        approximately $73,000 and $44,000, respectively.
 
 **Research
        and Development Costs**
 
 The
        Company complied with the provisions of Statement of Financial Accounting
        Standards (“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**
  Prior
        to
        fiscal 2007, the Company followed SFAS No. 123 “Accounting for Stock-Based
        Compensation.” The provisions of SFAS No. 123 allowed companies to either
        expense the estimated fair value of stock options or to follow the intrinsic
        value method set forth in Accounting Principles Board (“APB”) Opinion 25,
“Accounting for Stock Issued to Employees” (“APB No. 25”), but disclose the pro
        forma effect on net income (loss) had the fair value of the options been
        expensed. The Company applied APB No. 25 in accounting for its stock option
        incentive plans through fiscal 2006.
  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.
  The
        following table illustrates the effect on the net loss and loss per common
        share
        if the Company had applied the fair value recognition provisions of SFAS
        No. 123R to stock-based employee compensation:
  **Year
                  Ended****September 30, 2006**Net
                  loss, as reported
              
              $
              (4,739,000
              )Deduct:
                  total stock-based employee compensation expense determined under
                  fair
                  value based method for all awards, net of related tax effects
              
              
              (26,000
              )Pro
                  forma net loss
              
              $
              (4,765,000
              )Loss
                  per common share:Basic
                  and diluted - as reported
              
              $
              (2.91
              )Basic
                  and diluted - pro forma
              
              $
              (2.93
              )
 
 F-9
 
 **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,
        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, 2007, the Company had the following common share equivalents
        outstanding:
 Warrants
                
                
                13,075,935Options
                
                
                17,040Total
                
                
                13,092,975
 
 **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
        February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
        No. 159, “The Fair Value Option for Financial Assets and Financial
        Liabilities” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to
        measure many financial instruments and certain other items at fair value.
        SFAS
        No. 159 is effective for fiscal years beginning after November 15, 2007.
        The provisions of SFAS No. 159 are effective as of the beginning of the
        Company’s 2009 fiscal year. The Company is currently evaluating the impact of
        adopting SFAS No. 159 on its consolidated statements. The Company does not
        expect the adoption of SFAS No. 159 to have a material impact on its
        consolidated financial position, results of operations or cash flows.
 
 In
        September 2006, the Staff of the SEC issued Staff Accounting Bulletin
        No. 108, “Considering the Effects of Prior Year Misstatements when
        Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB
        108 requires registrants to use a combination of two approaches to evaluate
        the
        materiality of identified unadjusted errors, the “rollover” approach, which
        quantifies an error based on the amount of the error originating in the current
        year income statement, and the “iron curtain” approach, which quantifies an
        error based on the effects of correcting the misstatement existing in the
        balance sheet at the end of the current year. SAB 108 permits companies to
        adjust for the cumulative effect of immaterial errors relating to prior years
        in
        the carrying amount of assets and liabilities as of the beginning of the
        current
        fiscal year, with an offsetting adjustment to the opening balance of retained
        earnings in the year of adoption. We have adopted SAB 108 in fiscal 2007.
        Our
        adoption of SAB 108 did not impact our consolidated financial statements.
  F-10
  In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS
        No. 157”). SFAS No. 157 defines fair value, establishes a framework
        for measuring fair value in generally accepted accounting principles (“GAAP”),
        expands disclosures about fair value measurements, and applies under other
        accounting pronouncements that require or permit fair value measurements.
        SFAS
        No. 157 does not require any new fair value measurements. However, the FASB
        anticipates that for some entities, the application of SFAS No. 157 will
        change current practice. SFAS No. 157 is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, which for the
        Company would be its fiscal year beginning October 1, 2008. The Company is
        currently evaluating the impact on its financial statements of SFAS No. 157
        upon adoption in fiscal year 2009.
 
 In
        July 2006, the FASB issued Interpretation No. 48 (“FIN 48”),
“Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the accounting
        for uncertainty in income taxes recognized in an enterprise’s financial
        statements in accordance with SFAS No. 109. FIN 48 prescribes a recognition
        threshold and measurement attributable for the financial statement recognition
        and measurement of a tax position taken or expected to be taken in a tax
        return.
        FIN 48 also provides guidance on de-recognition, classification, interest
        and
        penalties, accounting in interim periods, disclosures and transitions. FIN
        48 is
        effective for fiscal years beginning after December 15, 2006. The Company
        is currently evaluating the impact on its financial statements of FIN 48
        upon
        adoption effective in fiscal year 2008
 
 **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 owns 58,166 Units of Lightspace, Inc., (with
        an
        initial cost basis of $372,000) which are comprised of 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.
 
 **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 provides 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 Time. As of September
        30,
        2007, Services filed for dissolution as it no longer has a purpose for
        existence.
  F-11
 
 For
        the
        years ended September 30, 2007 and 2006, Broadband paid Services $475,000
        and
        $196,000 for payroll processing services.
 
 **NOTE
        5 -**  **INVENTORIES**
 
 Inventories
        consist of the following at September 30, 2007:
 Raw
                    materials
                
                $
                26,000
 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 (see Note
        15).
 
 **NOTE
        6 - MACHINERY AND EQUIPMENT, NET**
 
 Machinery
        and equipment, net consist of the following at September 30, 2007:
 Equipment
                    and computers
                
                $
                61,000Less:
                    accumulated depreciation
                
                
                0$
                61,000
  During
        the year ended September 30, 2007, the Company wrote-down its machinery and
        equipment, net by $464,000 (see Note 3). 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, 2007 and 2006 was $3,000 and $12,000,
        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 (see Note 9), approximately $457,000 of these bridge
        loans
        were converted to 45,700 shares of Broadband’s Class A 5% Preferred stock. The
        remaining shareholder bridge loans of $358,000 were repaid to the
        investors.
  **NOTE
        8 - ACCRUED EXPENSES**
 
 Accrued
        expenses consist of the following at September 30, 2007:
 
 Rent
              
              $
              87,000Customer
                  claims
              
              
              212,000Accrued
                  commissions
              
              
              46,000Other
              
              
              52,000$
              397,000
  Subsequent
        to September 30, 2007, 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 (see Note 15).
 
 **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).
  F-12
 
 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.
 
 **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
 
 **Fiscal
        2006 Activity**
 
 During
        the year ended September 30, 2006, Broadband issued 635,275 common shares
        (retroactively restated to 10,666 to reflect the number of shares received
        in
        the Merger) to employees from the exercise of stock options under the Employee
        Stock Option Plan, adopted in December 2005, at $0.01 per share. In addition,
        12,500 common shares (retroactively restated to 210 to reflect the number
        of
        shares received in the Merger) were sold from the exercise of stock options
        relating to services rendered in connection with the sale of convertible
        debentures during the year ended September 30, 2005. Broadband also sold
        2,500
        common shares (retroactively restated to 42 to reflect the number of shares
        received in the Merger) to an individual under a stock option exercise relating
        to the conversion of a bridge loan.
 
 **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
        become exercisable only if Broadband achieves 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 will terminate 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.
 
 In
        April
        2006, Broadband entered into a stock option agreement with certain directors
        granting them 300,000 options exercisable through April 30, 2007 at $0.01
        for
        services rendered during the year ended September 30, 2004 in lieu of stock
        issued and subsequently cancelled. These options were not exercised and expired
        on April 30, 2007.
 
 In
        April
        2006, Broadband entered into a stock option agreement with certain individuals
        granting them 867,906 options exercisable through April 30, 2007 at $0.01
        for
        services rendered in connection with the sale of convertible debentures during
        the years ended September 30, 2005 and 2004 in lieu of stock issued and
        subsequently cancelled, as per Note 9. These options were not exercised and
        expired on April 30, 2007.
 
 In
        April
        2006, Broadband entered into a stock option agreement with an individual
        granting 2,500 options exercisable through April 30, 2007 at $0.01 for services
        in connection with the bridge financing, as per Note 8, during the year ended
        September 30, 2005. These options were not exercised and expired on April
        30,
        2007.
 
 F-13
 
 The
        following is a summary at September 30, 2007 (retroactively restated to reflect
        the effects of the Merger)
 
 **Weighted****Per
                  Share**
              
              **Average****Employee**
              
              **Stock/Option**
              
              **Stock/Option****Options**
              
              **ESOP**
              
              **Price**
              
              **Price**Outstanding
                  October 1, 2005
              
              
              1,699,448
              
              
              -
              
              $
              0.60
                  - $89.34
              
              $
              0.60Granted
              
              
              19,651
              
              
              243,565
              
              $
              0.60
              
              $
              0.60Exercised
              
              
              (252
              )
              
              (10,666
              )
              $
              0.60
              
              $
              0.60ForfeitedExpired
              
              
              (2,519
              )
              
              
              
              $
              89.34
              
              $
              89.34Outstanding
                  September 30, 2006
              
              
              1,716,328
              
              
              232,899
              
              $
              0.60
              
              $
              0.60Granted
              
              
              
              
              
              34,773
              
              $
              0.60
              
              $
              0.60Exercised
              
              
              
              
              
              (2,567
              )
              $
              0.60
              
              $
              0.60Expired
              
              
              (1,716,328
              )
              
              (248,065
              )
              $
              0.60
              
              $
              0.60Outstanding
                  September 30, 2007
              
              
              0
              
              
              17,040
              
              $
              0.60
              
              $
              0.60Shares/Options
                  exercisable atSeptember
                  30, 2007
              
              
              0
              
              
              12,772
              
              $
              0.60
              
              $
              0.60
  The
                  following table summarizes information about stock options outstanding
                  at
                  September 30, 2007 (retroactively restated to reflect the effects
                  of the
                  Merger)**Options
                  Outstanding**
              
              **Options
                  Exercisable****Number**
              
              **Weighted**
              
              **Weighted**
              
              **Number**
              
              **Weighted****Outstanding**
              
              **Average**
              
              **Average**
              
              **Exercisable**
              
              **Average****at**
              
              **Remaining**
              
              **Exercise**
              
              **at**
              
              **Exercise****30-Sep**
              
              **Contractual**
              
              **Price**
              
              **30-Sep**
              
              **Price****Exercise
                  Price**
              
              **2007**
              
              **Life**
              
              
              
              **2007**$
                  0.60
              
              
              17,040
              
              
              3
                  years
              
              $
              0.60
              
              
              12,772
              
              $
              0.60
 
 F-14
  **NOTE
        10 - INCOME TAXES**
 
 The
        Company has available at September 30, 2007, approximately $19.5 million
        of
        unused net operating loss carryforwards that may be applied against future
        taxable income, which expire in various years from 2022 to 2027. 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, 2007 and 2006 is approximately
        as
        follows:
 
 2007
              
              2006Benefit
                  at statutory rate
              
              $
              (2,774,000
              )
              $
              (2,085,000
              )Stock-based
                  compensation
              
              
              2,000
              
              
              7,000Other
              
              
              19,000
              
              
              11,000Valuation
                  allowance
              
              
              2,753,000
              
              
              2,067,000$
              -
              
              $
              -
  Deferred
        tax assets consist of the following **** at
        September 30, 2007
  Net
                  operating loss carryforward
              
              $
              8,568,000Inventory
                  impairment
              
              
              556,000Property
                  and equipment impairment
              
              
              199,000Research
                  and development
              
              
              219,0009,542,000Valuation
                  allowance
              
              
              (9,542,000
              )$
              -
 
 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.
 
 **NOTE
        11 - COMMITMENTS AND CONTINGENCIES**
 
 *Operating
        Leases*
  F-15
 
 The
        Company leases office facilities under non-cancellable operating leases,
        which
        expire on July 31, 2010.
 
 Future
        aggregate minimum lease payments under this operating leases are approximately
        as follows:
 
 Years
                    EndingSeptember
                    30,2008
                
                $
                244,0002009
                
                
                253,0002010
                
                
                222,000Total
                
                $
                719,000
 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 2007
        and
        2006 was approximately $235,000 and $230,000, 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 subsequent to September 30, 2007 (see
        Note 15), Danaos Management Consultants has withdrawn their claim.  The
        $180,000 reserve pertaining to Danaos will be 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 they are 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.
 
 **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
  F-16
   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. Subsequent
        to
        September 30, 2007, the Company was released of its obligation to pay
        liabilities associated with a certain customer’s claims as part of an asset
        purchase agreement (see Note 15).
 
 **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, 2007 and 2006.
 
 **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
        75%
        and 73% of total revenues in fiscal years ended September 30, 2007 and 2006,
        respectively.
 
 The
        Company contracted with certain service providers to supply manufacturing,
        technology and communication services for its operations. Services from two
        suppliers accounted for 56% and 32% of cost of revenues in fiscal years ended
        September 30, 2007 and 2006, respectively.
 
 **NOTE
        15 - **SUBSEQUENT
        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 as well as agreed to withdraw
        claims made against the Company aggregating approximately $466,000.
  Upon
        closing of the Asset Purchase Agreement, Mary Ellen Kramer resigned her position
        as President of the Company and Andrew Limpert, director since April 2002,
        has
        been appointed President.
  F-17




Item
      8.
      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.




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. The decision to replace Child, Van
      Wagoner was not the result of any disagreement between Registrant and Child,
      Van
      Wagoner on any matter of accounting principle or practice, financial statement
      disclosure or audit procedure.




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
      8A.  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




13




The
      Company knows of no fraudulent activities or any material accounting
      irregularities. The Company does not have an independent audit committee. The
      Company is advised 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 Electronic
      Bulletin Board.




*Material
      Weaknesses and Changes in Internal Controls* .
      During
      the audit of our financial statements for the year ended September 30, 2007,
      our
      independent registered public accounting firm identified material weaknesses
      in
      our internal controls over financial reporting connected primarily with non
      routine transactions and disclosures. The identified material weaknesses are
      due, in large part, to our lack of accounting and financial resources. As
      defined by the Public Company Accounting Oversight Board Auditing Standard
      No.
      5, a material weakness is a deficiency or a combination of deficiencies, in
      internal control over financial reporting, such that there is a reasonable
      possibility that a material misstatement of the annual or interim financial
      statements will not be prevented or detected. Since these material weaknesses
      were identified by our independent registered public accounting firm in
      connection with its audit of the financial statements in this Form 10-KSB,
      the
      non routine transactions and disclosures subject to these issues are correctly
      accounted for and disclosed by us in the financial statements included in this
      Form 10-KSB and no restatement of any previously filed financial statements
      is
      required. However, on a going forward basis, management will continue to
      evaluate our disclosure controls and procedures concerning the recording of
      non
      routine transactions and disclosures in order to prevent the recurrence of
      the
      circumstances that resulting in the material weaknesses identified in connection
      with the audit of the financial statements in this Form 10-KSB.




Part
      III




Item
      9.  DIRECTORS,
      EXECUTIVE OFFICERS OF REGISTRANT




Following
      his 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, 2008, 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.





NAME
            
            POSITION
            
            CURRENT
                TERM OF OFFICEIra
                Greenstein
            
            Chairman
            
            OngoingAndrew
                Limpert
            
            Interim
                CEO and President/Director
            
            Ongoing




14




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 38, 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. In
      1998,
      Mr. Limpert served briefly as an interim outside director in a small public
      company, then known as Mt. Olympus Resources, Inc. He resigned as part of a
      reorganization of Olympus in November 1998.





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




Mr.
      Limpert is not full time and is assisting BBM on a limited as-needed basis.




MARY
      ELLEN KRAMER, age 49, former Director, and former President and Chief Executive




Ms.
      Kramer is no longer an officer or director of the Registrant, but served as
      a Director
      from March 30, 2007 through her resignation on May 30, 2007, and served as
      its
      CEO and President from March 30, 2007 through November 1, 2007, the closing
      of
      the asset sale.




Ms.
      Kramer began her career in the financial world by becoming Vice President of
      Management Information Systems and Telecommunications for Central National
      Bank
      and Meadowlands National Bank from 1980 to 1985. Subsequently, from 1985 to
      1994, she became a financial systems consultant serving many banking and
      financial clients such as Bank of China, Broadway National Bank, Bank of New
      England, the FDIC, The Bedford House Companies and Beacon Hill Services
      Corporation.




As
      founder and President of Itel Inc. from 1994 to 1997, Ms. Kramer established
      an
      international callback network in 65 worldwide locations servicing 8,000
      customers.




Ms.
      Kramer, as President of Allied Communication Holdings LLC, from 1997 to 1998,
      developed an all digital private network in Sao Paulo, Brazil.




As
      President of Americom Networks International, from 1998 to 1999, Ms. Kramer
      developed voice network into 5 cities in 4 countries - Argentina, Israel, The
      Philippines and Thailand.




Ms.
      Kramer, was the President and founder of Broadband. She also acted as its sales
      manager, negotiating agreements with vendors and customers and had been
      responsible for operations.




15




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.




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., 61 Broadway, Suite 1905, New York, New
      York 1006, 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
      10.
      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**
                **($)**
              
              
              **Non-Qualified
                  Deferred Compensation Earnings ($)**
              
              
              **All
                  Other**
                **Compensation**
                **($)**
              
              
              **Total**
                **($)**Andrew
                  Limpert(2)
                Director
                  and CEO and President
              
              
              2007
              
              $
              0
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0Mary
                  Ellen Kramer(4)
                Former
                  Director and former CEO and President
              
              
              2007
              
              $
              180,000
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              180,0002006
              (5)
              $
              180,000
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              180,0002005
              (5)
              $
              180,000
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              180,000Zevi
                  Kramer(7)
                Former
                  Director and former CIO
              
              
              2007
              
              $
              120,000
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              120,0002006
              (5)
              $
              180,000
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              180,0002006
              (5)
              $
              180,000
              
              $
              0
              
              
              
              
              
              
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              180,000




(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, 2007is not comparable to prior fiscal
                years.




16






(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.





(4)
            Ms.
                Kramer served as a Director of the Registrant from March 30, 2007
                through
                her resignation on May 30, 2007, and served as the Registrant’s CEO and
                President from March 30, 2007 through November 1, 2007. She served
                as
                President of Broadband prior
                thereto.





(5)
            Historical
                financial information presented is that of Broadband Maritime, Inc.,
                which
                merged with and into a subsidiary of the Registrant in connection
                with the
                Merger. Accordingly, the information for fiscal years ended September
                30,
                2006 and 2005 is not comparable to prior filings.





(6)
            Amounts
                reflect fair market value of stock and warrants awarded to the named
                executive officer.





(7)
            Mr.
                Kramer served as a Director of the Registrant from March 30, 2007
                through
                his resignation on May 30, 2007, and served as the Registrant’s CIO and
                President from March 30, 2007 through May 30, 2007. He served as
                CIO of
                Broadband prior thereto.




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, 2007 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
                Exercise Date**Andrew
                Limpert(1)
              Director
                and CEO and President
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Mary
                Ellen Kramer(2)
              Former
                Director and former CEO and President
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Zevi
                Kramer(3)
              Former
                Director and former CIO
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —




(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 basis.




17






(2)
            Ms.
                Kramer served as a Director of the Registrant from March 30, 2007
                through
                her resignation on May 30, 2007, and served as the Registrant’s CEO and
                President from March 30, 2007 through November 1, 2007. She served
                as
                President of Broadband prior
                thereto.





(3)
            Mr.
                Kramer served as a Director of the Registrant from March 30, 2007
                through
                his resignation on May 30, 2007, and served as the Registrant’s CIO and
                President from March 30, 2007 through May 30, 2007. He served as
                CIOof
                Broadband prior thereto.





B.
            Stock
                Awards





The
      following table provides certain information with respect to individual grants
      during the fiscal year ended September 30, 2007 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
            
            
            —
            
            
            —
            
            
            —
            
            
            —Mary
                Ellen Kramer(2)
              Former
                Director and former CEO and President
            
            
            —
            
            
            —
            
            
            —
            
            
            —Zevi
                Kramer(3)
              Former
                Director and former CIO
            
            
            —
            
            
            —
            
            
            —
            
            
            —




(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 basis.




18




(2)
            Ms.
                Kramer served as a Director of the Registrant from March 30, 2007
                through
                her resignation on May 30, 2007, and served as the Registrant’s CEO and
                President from March 30, 2007 through November 1, 2007. She served
                as
                President of Broadband prior
                thereto.





(3)
            Mr.
                Kramer served as a Director of the Registrant from March 30, 2007
                through
                his resignation on May 30, 2007, and served as the Registrant’s CIO and
                President from March 30, 2007 through May 30, 2007. He served as
                CIOof
                Broadband prior thereto.





No
      named
      executive officer received any grants of stock for the fiscal year ended
      September 30, 2007.





Employment
      Contracts





The
      Registrant currently has reduced employment to a small residual force. Neither
      Mr. Greenstein nor Mr. Limpert have 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 2007,
      and
      is not currently receiving compensation. Mary Ellen Kramer received compensation
      as set forth in Item 10 above.




Compensation
      of Directors





The
      directors of the Company have not received compensation for services as
      directors. It is anticipated they will be granted options.




19





Item
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT




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
            
            
            17.43
            %6006
                Berkeley AvenueBaltimore,
                MD 21209Asia
                Marketing Limited
            
            
            1,815,311
            
            
            881,480
            
            
            2,696,791
            
            
            10.32
            %P.O.
                Box 3236Ramat
                Gam 52131 IsraelCamco
                - c/o Charles Alpert
            
            
            1,014,951
            
            
            487,848
            
            
            1,502,799
            
            
            5.84
            %466
                Arbuckle AvenueCedarhurst,
                NY 11516FAME
                Associates
            
            
            1,091,356
            
            
            545,678
            
            
            1,637,034
            
            
            6.35
            %111
                Broadway, 20th FloorNew
                York, NY 10006Ganot
                Corporation
            
            
            1,479,205
            
            
            713,427
            
            
            2,192,632
            
            
            8.45
            %4000
                Hollywood Blvd. 530 NHollywood,
                FL 33021Globis
                entities (3)
            
            
            2,437,507
            
            
            1,248,900
            
            
            3,686,407
            
            
            13.91
            %60
                Broad StreetNew
                York, NY 10004LaPlace
                Group, LLC
            
            
            1,098,901
            
            
            529,823
            
            
            1,628,724
            
            
            6.32
            %3666
                Shannon RoadCleveland
                Hts, OK 44118South
                Ferry #2, LP
            
            
            2,845,917
            
            
            1,357,519
            
            
            4,203,436
            
            
            15.810
            %1
                State Street Plaza, 29th FloorNew
                York, NY 10004St,.
                Lucia Investment & Trade Corp.
            
            
            1,306,943
            
            
            620,756
            
            
            790,760
            
            
            3.06
            %c/o
                BroadbandIra
                Greenstein
            
            
            —
            
            
            —
            
            
            —
            
            
            —c/o
                BBMAndrew
                Limpert
            
            
            321,700
            
            
            —
            
            
            321,700
            
            
            1.27
            %c/o
                BBMAll
                Officers and Directors
            
            
            321,700
            
            
            —
            
            
            321,700
            
            
            1.27
            %as
                a Group (4)




(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 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.




20





(4)
      Mr.
      Greenstein and Mr. Limpert are serving as the only officers and directors of
      the
      Company. 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.





Item
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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





Item
      13.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





Prior
      to
      the Merger, Child, Van Wagoner served as the Company’s principal accountants.
      After the Merger, Rothstein, Kass, Broadband’s accountant continued as the
      Company’s accountant.





For
      the
      calendar year 2006 the accounting firm of Child, Van Wagoner and Bradshaw,
      PLLC
      charged the Company a total of $23,162 for independent accounting and auditing
      fees.





For
      fiscal year 2007, Rothstein Kass charged the Company a total of $66,500 for
      independent accounting and auditing fees.





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, 2007, December 31, 2006 and 2005, by Child, Van Wagoner,
      the Company’s principal accountant through March 30, 2007.





FISCAL
                YEAR ENDEDSeptember
                30, 2007 (2)
            
            December
                31, 2006
            
            December
                31, 2005Audit
                Fees
            
            $
            0
            
            $
            23,162
            
            $
            24,569Tax
                Fees (1)
            
            
            —
            
            
            —
            
            
            —All
                Other Fees
            
            $
            1,500
            
            
            —
            
            
            —Total
                Fees
            
            $
            1,500
            
            $
            23,162
            
            $
            24,569







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


(2)
            Fees
                billed to the Company through March 30,
                2007.





21




The
      following table represents aggregate fees billed to the Company for fiscal
      years
      ended September 30, 2007 and 2006, by Rothstein Kass, the Company’s principal
      accountant from March 30, 2007. As noted above, the company has no material
      disagreements with its auditing firm as to the financial statements contained
      in
      this annual report.





FISCAL
                YEAR ENDEDSeptember
                30, 2007 (2)
            
            September
                30, 2006Audit
                Fees
            
            $
            67,500
            
            $
            0Tax
                Fees (1)
            
            $
            6,500
            
            
            —All
                Other Fees
            
            $
            13,500
            
            
            —Total
                Fees
            
            $
            87,500
            
            $
            0







(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,
                2007.





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 is compatible with maintaining the principal
      accountant's independence.





Part
      IV





Item
      14.
      EXHIBITS





Under
      the
      following exhibit index are all of the relevant exhibits and reports
      required to be filed or referenced by the 10-KSB.





(a)
      Exhibit Index: ****


Exhibit
                  No.(3.1)
              
              Articles
                  of Incorporation of Registrant.1(3.2)
              
              Amendment
                  to Articles of Incorporation of Registrant.1(3.3)
              
              By-Laws
                  of Registrant.1(31)
              
              Certification
                  made pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
                  2(32)
              
              Certification
                  made pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
                  2




1 Filed as
        part of the Registrant’s Current Report on Form 8-K, filed on April 5,
        2007.
  22




SIGNATURES





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





REGISTRANT:





BBM
              HOLDINGS,
              INC.Dated:
              January 11, 2008
            By:
            /s/ Ira
              GreensteinIra
              Greenstein, Chairman




Dated:
                January 11, 2008
              By:
              /s/ Andrew
                LimpertAndrew
                Limpert, CEO/Director


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


Dated:
                  January 11, 2008
                By:
                /s/ Ira
                  GreensteinIra
                  Greenstein, Chairman


Dated:
                    January 11, 2008
                  By:
                  /s/
                    Andrew LimpertAndrew
                    Limpert, Director
  23