UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A




(Mark
One)


x ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934




For
the fiscal year ended September 30, 2008





o TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934




For
the transition period from  _______ to __________.





Commission
File No:  333-88480


BBM HOLDINGS,
INC.


(Exact
Name of Registrant as Specified in its Charter)


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




1245
Brickyard Rd., #590


Salt Lake City, Utah
84106


(Address
of Principal Executive Offices)





(801)
433-2000


Registrant’s
telephone number, including area code





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


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






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


Yes oNo  x




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


Yes oNo  x




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


Yes xNo  o




Indicate
by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation S-K (§ 229.405) is not contained herein, and will not be
contained, to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in
Part III of this Form  10-K/A or any amendment to this Form
10-K/A.


Yes xNo o





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




(Check
One): Large Accelerated Filer oAccelerated Filer oNon-Accelerated Filer
o









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




(Check
One): Large accelerated filer oAccelerated filer oNon-accelerated oSmaller reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


Yes xNo
o




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




At
March 31, 2009, the registrant had 25,247,006 shares of Common Stock
outstanding.




2


EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the annual report
of BBM Holdings, Inc. (the “Company”) on Form 10-K for the fiscal year ended
September 30, 2008 as filed with the Securities and Exchange Commission on
January 12, 2009 (the “Original Filing”).  This Amendment amends the
Cover Page, Item 1, Item 1A, Item 7, Item 9A, Item 10, Item 13 and Item 15.
Other than the changes referred to above, all other information in the Original
Filing remains unchanged.




3





TABLE OF
CONTENTS




Part  I
                  
                  
                  5Item  1.
      BUSINESS.
                  
                  
                  5Item
      1A.  RISK FACTORS.
                  
                  
                  6Part  IIItem
      7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS.
                  
                  
                  15Item
      9A. CONTROLS AND PROCEDURES.
                  
                  
                  18Part  IIIItem
      10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.
                  
                  
                  19Item
      13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
                  
                  
                  21Item
      15. EXHIBITS.
                  
                  
                  22


4




Part  I




Item  1. BUSINESS.




The
following information has been added to Item 1. BUSINESS under the heading
“Recent Events.”




Recent
Events




On March
19, 2009, the Company acquired in a secured party sale all the patents, related
intellectual property, clinical data and other assets related to AVR 118 (soon
to be renamed OHR 118) and its topical counterpart AVR 123 (soon to be renamed
OHR 123).  OHR 118 is in an ongoing Phase II trial for the treatment
of cachexia and OHR 123 is in an ongoing Phase I trial for wound healing. The
Company also exercised its option to acquire the new technology and early stage
pharmaceutical compounds from Dr. S. Z. Hirschman, who will join the Company as
a consultant and Chief Scientific Advisor.




The
Company acquired the assets in the Secured Party Sale with $100,000 in cash
$500,000 principal amount of 11% convertible secured non-recourse debenture due
June 20, 2011, and convertible at $0.40 per share (the “Convertible
Debenture”). The Convertible Debenture is secured by the acquired assets.
The cash portion of the purchase price was financed by short term loans from an
affiliate of Orin Hirschman and another current shareholder.




The
Company continues to seek to acquire YMI.  Although the Company
believes that it has demonstrated the proper financing commitments, as well as
publicly indicating its scientific plan to home in on the most promising
applications for YMI’s lead drug, the Company has not been able to advance
further on the transaction. The Company plans to revise its prior offer price
since YMI continues to erode its cash balances and there may be large and
potential dilutive options grants to employees in the interim.  The
Company will continue to explore all options related to YMI and can only hope
that YMI shareholders prevail upon the management of YMI to consider its
proposals and sincere interest in providing greater value to the YMI
shareholders both immediately and over the longer term. Although a recent
research report from a major Canadian investment bank assigns no value
whatsoever to YMI’s nimotuzamab, the Company continues to believe that there is
potential for the drug under a proper development program that the Company has
the ability to implement. Additionally nimotuzumab is complementary to the
Company’s lead Phase II compound, OHR 118.




The
following information will replace the information in the section entitled
“Specific Business Plans and Projections”:




At
present, the Company is abiotechnology
rollup company. The assets acquired in the Secured Party Sale are part of the
Company’s previously announced strategy to create a rollup of undervalued
biotechnology companies and assets. Small biotechnology companies can benefit
significantly from being part of a large diversified biotech company with many
promising drugs in various stages of clinical development. Additionally, Dr.
Hirschman and his extensive network of scientific and industry contacts bring
the benefit of expertise of both clinical medicine and molecular biology, trial
design and obtaining FDA approval. Although there can be no assurances of any
future acquisitions, the Company is strongly encouraged by the responses it has
received from companies interested in exploring a combination based on this
value proposition.  The Company also continues to seek to acquire YMI
(see “Material Subsequent Events”).




The
following information will replace the information in the section entitled
“Governmental Compliance”:




The
Company is a biotechnology development and rollup company.  Prior to
the transactions reported today, it was a shell company.




5




The
following amends and restates in its entirety Item 1A. RISK
FACTORS:




Item
1A.  RISK FACTORS.




The
Company has employed this section to discuss what is considers present and
actual risk factors to the ongoing viability of the Company.





There
is substantial doubt about our ability to continue as a going concern due to our
cash requirements which means that we may not be able to continue operations
unless we obtain additional funding.




Our
independent registered public accounting firm’s report on our consolidated
financial statements for the fiscal year ended September 30, 2008 includes
an explanatory paragraph regarding our ability to continue as a going concern.
Conducting our clinical trials will require significant cash expenditures and we
do not have the funds necessary to complete all phases of our clinical trials
nor do we currently have sufficient number of shares of capital stock authorized
to sell securities to raise the capital to complete the trials required to
continue or complete the development of our products, which raises substantial
doubt about our ability to continue as a going concern.




Based on
our current plans and capital resources, we believe that our cash and cash
equivalents will be sufficient to enable us to meet our minimum planned
operating needs through June 2009. Our ability to continue as a going
concern will depend upon our ability to obtain debt or equity financing for
funds to meet our cash requirements. No assurance can be given that debt or
equity financing will be available. Concern about our ability to continue as a
going concern may place additional constraints on operations and make it more
difficult for us to meet our obligations or adversely affect the terms of
possible funding. If our financial condition worsens and we become unable to
attract additional equity or debt financing or other strategic transactions, we
could become insolvent or be forced to declare bankruptcy.




We
may not be able to raise additional capital on favorable terms, if at all,
particularly with the current volatile market conditions.




We will
need additional financing to continue ongoing trials and drug development as
well as future trials, drug development and acquisitions. In our capital-raising
efforts, we may seek to sell additional equity or debt securities or obtain a
bank credit facility. The sale of additional equity or debt securities, if
convertible, could result in dilution to our stockholders. The incurrence of
indebtedness would result in increased fixed obligations and could also result
in covenants that would restrict our operations. However, we may not be able to
raise additional funds on acceptable terms, or at all. Given the current global
economic climate, we may have more difficulty raising funds than we would during
a period of economic stability. If we are unable to secure sufficient capital to
fund our research and development activities, we may not be able to continue
operations, or we may have to enter into collaboration agreements that could
require us to share commercial rights to our products to a greater extent or at
earlier stages in the drug development process than is currently intended. These
collaborations, if consummated prior to proof-of-efficacy or safety of a given
product candidate, could impair our ability to realize value from that product
candidate. If our business does not generate the cash needed to finance our
ongoing operations and therefore, we will likely need to continue to raise
additional capital.




The
market price and volume of our common stock fluctuate significantly and could
result in substantial losses for individual investors.




The stock
market from time to time experiences significant price and volume fluctuations
that are unrelated to the operating performance of particular companies. These
broad market fluctuations may cause the market price and volume of our common
stock to decrease. In addition, the market price and volume of our common stock
is highly volatile.




6




Factors
that may cause the market price and volume of our common stock to decrease
include:




•
              adverse
      results or delays in our clinical
trials;




•
            fluctuations
      in our results of operations, timing and announcements of our
      bio-technological innovations or new products or those of our
      competitors;




•
              developmentsconcerning
      any strategic alliances or acquisitions we may enter
  into;




•
            announcements
      of FDA non-approval of our drug products, or delays in the FDA or other
      foreign regulatory review process or
actions;




•
            adverse
      actions taken by regulatory agencies with respect to our drug products,
      clinical trials, manufacturing processes or sales and marketing
      activities;




•
            any
      lawsuit involving us or our drug
products;




•
            developments
      with respect to our patents and proprietary
  rights;




•
            announcements
      of technological innovations or new products by our
      competitors;




•
            public
      concern as to the safety of products developed by us or
      others;




•
            regulatory
      developments in the United States and in foreign
  countries;




•
            changes
      in stock market analyst recommendations regarding our common stock or lack
      of analyst coverage;




•
            the
      pharmaceutical industry generally and general market
      conditions;




•
            failure
      of our results of operations to meet the expectations of stock market
      analysts and investors;




•
            sales
      of our common stock by our executive officers, directors and five percent
      stockholders or sales of substantial amounts of our common
      stock.




•
            changes
      in accounting principles; and




•
            loss
      of any of our key scientific or management
  personnel.




We
face heavy government regulation, and FDA regulatory approval of our products is
uncertain.




The
research, testing, manufacturing and marketing of drug products such as those
that we are developing are subject to extensive regulation by federal, state and
local government authorities, including the FDA. To obtain regulatory approval
of a product, we must demonstrate to the satisfaction of the applicable
regulatory agency that, among other things, the product is safe and effective
for its intended use. In addition, we must show that the manufacturing
facilities used to produce the products are in compliance with current Good
Manufacturing Practices regulations or cGMP.




The
process of obtaining FDA and other required regulatory approvals and clearances
will require us to expend substantial time and capital. Despite the time and
expense expended, regulatory approval is never guaranteed. The number of
pre-clinical and clinical trials that will be required for FDA approval varies
depending on the drug candidate, the disease or condition that the drug
candidate is in development for, and the requirements applicable to that
particular drug candidate. The FDA can delay, limit or deny approval of a drug
candidate for many reasons, including that:




•
            a
      drug candidate may not be shown to be safe or
  effective;




7




•
            the
      FDA may not approve our manufacturing
process;




•
            the
      FDA may interpret data from pre-clinical and clinical trials in different
      ways than we do;




•
            the
      FDA may not meet, or may extend, the PDUFA date with respect to a
      particular NDA;




For
example, if certain of our methods for analyzing our trial data are not accepted
by the FDA, we may fail to obtain regulatory approval for our product
candidates.




Moreover,
if and when our products do obtain marketing approval, the marketing,
distribution and manufacture of such products would remain subject to extensive
ongoing regulatory requirements. Failure to comply with applicable regulatory
requirements could result in:




•
            warning
      letters




•
            fines




•
            civil
      penalties




•
            injunctions




•
            recall
      or seizure of products




•
            total
      or partial suspension of production




•
            refusal
      of the government to grant future
approvals




•
            withdrawal
      of approvals




•
            criminal
      prosecution




Any delay
or failure by us to obtain regulatory approvals for our product candidates could
diminish competitive advantages that we may attain and would adversely affect
the marketing of our products. We have not received regulatory approval to
market any of our product candidates in any jurisdiction.




If
we do not raise additional funds, we will not be able to continue operations or
complete the necessary clinical trials to complete development of OHR or our
other products and will not be able to sell it anywhere.




We will
not be able to sell OHR 118, OHR 123 or our other products in the United States
unless we submit, and the FDA approves, a new drug application, or NDA for each
such product. We must conduct clinical trials of each of our products in humans
before we submit an NDA. We do not have sufficient capital currently to complete
the necessary trials to complete the development of OHR 118, OHR 123 or any of
our other therapeutic drug products.




It is
possible that the results of clinical trials of OHR 118, OHR 123 or our other
products will not prove that they are safe and effective. It is also possible
that the FDA will not approve the sale of any of our products in the United
States if we submit an NDA for such product. It is not known at this time how
later stage clinical trials will be conducted, if at all. Even if the data show
that any of our products is safe and effective, obtaining approval of the NDA
could take years and require financing of amounts not presently available to
us.




8




Conducting
the clinical trials of each of our products will require significant cash
expenditures and we do not have the funds necessary to complete all phases of
clinical trials for OHR 118, OHR 123 or any other products. Our products may
never be approved for commercial distribution by any country. Because our
research and development expenses and clinical trial expenses will be charged
against earnings for financial reporting purposes, we expect that losses from
operations will continue to be incurred for the near future. We currently do not
have sufficient funds to complete all phases of clinical trials of any of our
products which are required to permit the commercial sale of such
products.




If
the results of our clinical trials do not support our claims relating to any
drug candidate or if serious side effects are identified, the completion of
development of such drug candidate may be significantly delayed or we may be
forced to abandon development altogether, which will significantly impair our
ability to generate product revenues.




The
results of our clinical trials with respect to any drug candidate might not
support our claims of safety or efficacy, the effects of our drug candidates may
not be the desired effects or may include undesirable side effects or the drug
candidates may have other unexpected characteristics. Further, success in
preclinical testing and early clinical trials does not ensure that later
clinical trials will be successful, and the results of later clinical trials may
not replicate the results of prior clinical trials and preclinical testing. The
clinical trial process may fail to demonstrate that our drug candidates are safe
for humans and effective for indicated uses. In addition, our clinical trials
may involve a specific and small patient population. Because of the small sample
size, the results of these early clinical trials may not be indicative of future
results. Adverse or inconclusive results may cause us to abandon a drug
candidate and may delay development of other drug candidates. Any delay in, or
termination of, our clinical trials will delay the filing of our NDAs with the
FDA and, ultimately, significantly impair our ability to commercialize our drug
candidates and generate product revenues which would have a material adverse
effect on our business and results of operations.




We have found it difficult to enroll
patients in our clinical trials, which has caused significant delays in the
completion of such trials and which may cause us to abandon one or more clinical
trials.




For the
diseases or disorders that our product candidates are intended to treat, we
expect only a subset of the patients with these diseases to be eligible for our
clinical trials. Given that each of our product candidates is in the early
stages of preclinical or clinical development, we may not be able to initiate or
continue clinical trials for each or all of our product candidates if we are
unable to locate a sufficient number of eligible subjects to participate in the
clinical trials required by the FDA and/or other foreign regulatory authorities.
The requirements of our clinical testing mandate that a patient cannot be
involved in another clinical trial for the same indication. We are aware that
our competitors have ongoing clinical trials for products that are competitive
with our product candidates and subjects who would otherwise be eligible for our
clinical trials may be involved in such testing, rendering them unavailable for
testing of our product candidates. Our inability to enroll a sufficient number
of patients for any of our current or future clinical trials would result in
significant delays or may require us to abandon one or more clinical trials
altogether, which would have a material adverse effect on our
business.




If
our contract research organizations do not successfully carry out their duties
or if we lose our relationships with contract research organizations, our drug
development efforts could be delayed.




We are
dependent on contract research organizations, third-party vendors and
investigators for pre-clinical testing and clinical trials related to our drug
discovery and development efforts and we will likely continue to depend on them
to assist in our future discovery and development efforts. These parties are not
our employees and we cannot control the amount or timing of resources that they
devote to our programs. If they fail to devote sufficient time and resources to
our drug development programs or if their performance is substandard, it will
delay the development and commercialization of our product candidates. The
parties with which we contract for execution of our clinical
trials play a significant role in the conduct of the trials and the subsequent
collection and analysis of data. Their failure to meet their obligations could
adversely affect clinical development of our product
candidates.




9




If we
lose our relationship with any one or more of these parties, we could experience
a significant delay in both identifying another comparable provider and then
contracting for its services. We may be unable to retain an alternative provider
on reasonable terms, if at all. Even if we locate an alternative provider, it is
likely that this provider may need additional time to respond to our needs and
may not provide the same type or level of service as the original provider. In
addition, any provider that we retain will be subject to current Good Laboratory
Practices, and similar foreign standards and we do not have control over
compliance with these regulations by these providers. Consequently, if these
practices and standards are not adhered to by these providers, the development
and commercialization of our product candidates could be delayed.




If
we are ever in a position to commercialize our product candidates, of which
there can be no assurance, we have no experience selling, marketing or
distributing products and no internal capability to do so.




We
currently have no sales, marketing or distribution capabilities and no
experience in building a sales force and distribution capabilities. If we are
ever in a position to commercialize our product candidates, of which there can
be no assurance, we must either develop internal sales, marketing and
distribution capabilities, which will be expensive and time consuming, or make
arrangements with third parties to perform these services. If we decide to
market any of our products directly, we must commit significant financial and
managerial resources to develop a marketing and sales force with technical
expertise and with supporting distribution capabilities. Building an in-house
marketing and sales force with technical expertise and distribution capabilities
will require significant expenditures, management resources and time. Factors
that may inhibit our efforts to commercialize our products directly and without
strategic partners include:




•
            our
      inability to recruit and retain adequate numbers of effective sales and
      marketing personnel;




•
            the
      inability of sales personnel to obtain access to or persuade adequate
      numbers of physicians to prescribe our
products;




•
            the
      lack of complementary products to be offered by sales personnel, which may
      put us at a competitive disadvantage relative to companies with more
      extensive product lines; and




•
            unforeseen
      costs and expenses associated with creating and sustaining an independent
      sales and marketing organization.




We may
not be successful in recruiting the sales and marketing personnel necessary to
sell our products and even if we do build a sales force, they may not be
successful in marketing our products, which would have a material adverse effect
on our business and results of operations.




Developments
by competitors may render our products or technologies obsolete or
non-competitive which would have a material adverse effect on our business and
results of operations.




We
compete against fully integrated pharmaceutical companies and smaller companies
that are collaborating with larger pharmaceutical companies, academic
institutions, government agencies and other public and private research
organizations. Our drug candidates will have to compete with existing therapies
and therapies under development by our competitors. In addition, our commercial
opportunities may be reduced or eliminated if our competitors develop and market
products that are less expensive, more effective or safer than our drug
products. Other companies have drug candidates in various stages of preclinical
or clinical development to treat diseases for which we are also seeking to
develop drug products. Some of these potential competing drugs are further
advanced in development than our drug candidates and may be commercialized
earlier. Even if we are successful in developing effective drugs, our products
may not compete successfully with products produced by our
competitors.




10




Most of
our competitors, either alone or together with their collaborative partners,
operate larger research and development programs, staff and facilities and have
substantially greater financial resources than we do, as well as significantly
greater experience in:




•
            developing
      drugs;




•
            undertaking
      preclinical testing and human clinical
trials;




•
            obtaining
      FDA and other regulatory approvals of
drugs;




•
            formulating
      and manufacturing drugs; and




•
            launching,
      marketing and selling drugs.




These
organizations also compete with us to attract qualified personnel, acquisitions
and joint ventures candidates and for other collaborations. Activities of our
competitors may impose unanticipated costs on our business which would have a
material adverse effect on our business and results of operations.




We
rely on confidentiality agreements that could be breached and may be difficult
to enforce which could have a material adverse effect on our business and
competitive position.




Our
policy is to enter agreements relating to the non-disclosure of confidential
information with third parties, including our contractors, consultants, advisors
and research collaborators, as well as agreements that purport to require the
disclosure and assignment to us of the rights to the ideas, developments,
discoveries and inventions of our employees and consultants while we employ
them. However, these agreements can be difficult and costly to enforce.
Moreover, to the extent that our contractors, consultants, advisors and research
collaborators apply or independently develop intellectual property in connection
with any of our projects, disputes may arise as to the proprietary rights to
this type of information. If a dispute arises, a court may determine that the
right belongs to a third party, and enforcement of our rights can be costly and
unpredictable. In addition, we rely on trade secrets and proprietary know-how
that we will seek to protect in part by confidentiality agreements with our
employees, contractors, consultants, advisors or others. Despite the protective
measures we employ, we still face the risk that:




•
            these
      agreements may be breached;




•
            these
      agreements may not provide adequate remedies for the applicable type of
      breach; or




•
            our
      trade secrets or proprietary know-how will otherwise become
      known.




Any
breach of our confidentiality agreements or our failure to effectively enforce
such agreements would have a material adverse effect on our business and
competitive position.




If we infringe the rights of third
parties we could be prevented from selling products, forced to pay damages and
required to defend against litigation which could result in substantial costs
and may have a material adverse effect on our business and results of
operations.




We have
not received to date any claims of infringement by any third parties. However,
as our drug candidates progress into clinical trials and commercialization, if
at all, our public profile and that of our drug candidates may be raised and
generate such claims. Defending against such claims, and occurrence of a
judgment adverse to us, could result in unanticipated costs and may have a
material adverse effect on our business and competitive position. If our
products, methods, processes and other technologies infringe the proprietary
rights of other parties, we could incur substantial costs and we may have
to:




•
            obtain
      licenses, which may not be available on commercially reasonable terms, if
      at all;




11




•
            redesign
      our products or processes to avoid
infringement;




•
            stop
      using the subject matter claimed in the patents held by others, which
      could cause us to lose the use of one or more of our drug
      candidates;




•
            defend
      litigation or administrative proceedings that may be costly whether we win
      or lose, and which could result in a substantial diversion of management
      resources; or




•
            pay
      damages.




Any costs
incurred in connection with such events or the inability to sell our products
may have a material adverse effect on our business and results of
operations.




We
depend upon key officers and consultants in a competitive market for skilled
personnel. If we are unable to attract and retain key personnel, it could
adversely affect our ability to develop and market our products.




We are
highly dependent upon the principal member of our management team, especially
our Chief Executive Officer, Dr. S. Z. Hirschman, as well as our directors,
including Ira Greenstein, the Chairman of our Board of Directors. A loss of any
of these personnel may have a material adverse effect on aspects of our business
and clinical development and regulatory programs. We have a consulting agreement
with Dr. Hirschman. Although this consulting agreement includes a
non-competition covenant, the applicable noncompetition provisions can be
difficult and costly to monitor and enforce. The loss of any of these persons’
services would adversely affect our ability to develop and market our products
and obtain necessary regulatory approvals. Further, we do not maintain key-man
life insurance.




We also
depend in part on obtaining the service of scientific personnel and our ability
to identify, hire and retain additional personnel. We experience intense
competition for qualified personnel, and the existence of non-competition
agreements between prospective employees and their former employers may prevent
us from hiring those individuals or subject us to suit from their former
employers. While we attempt to provide competitive compensation packages to
attract and retain key personnel, many of our competitors are likely to have
greater resources and more experience than we have, making it difficult for us
to compete successfully for key personnel.




Intellectual
property litigation is increasingly common and increasingly expensive and may
result in restrictions on our business and substantial costs, even if we
prevail.




Patent
and other intellectual property litigation is becoming more common in the
pharmaceutical industry. Litigation is sometimes necessary to defend against or
assert claims of infringement, to enforce our patent rights, including those we
have licensed from others, to protect trade secrets or to determine the scope
and validity of proprietary rights of third parties. Currently, no third party
is asserting that we are infringing upon their patent rights or other
intellectual property, nor are we aware or believe that we are infringing upon
any third party’s patent rights or other intellectual property. We may, however,
be infringing upon a third party’s patent rights or other intellectual property,
and litigation asserting such claims might be initiated in which we would not
prevail, or we would not be able to obtain the necessary licenses on reasonable
terms, if at all. All such litigation, whether meritorious or not, as well as
litigation initiated by us against third parties, is time-consuming and very
expensive to defend or prosecute and to resolve. In addition, if we infringe the
intellectual property rights of others, we could lose our right to develop,
manufacture or sell our products or could be required to pay monetary damages or
royalties to license proprietary rights from third parties. An adverse
determination in a judicial or administrative proceeding or a failure to obtain
necessary licenses could prevent us from manufacturing or selling our products,
which could harm our business, financial condition and prospects.




If our
competitors prepare and file patent applications in the United States that claim
technology we also claim, we may have to participate in interference proceedings
required by the USPTO to determine priority of invention, which could result in
substantial costs, even if we ultimately prevail. Results of interference
proceedings are highly unpredictable and may result in us having to try to
obtain licenses in order to continue to develop or market certain of our drug
products.




12




Any
future acquisitions we make of companies or technologies may result in
disruption to our business or distraction of our management, due to difficulties
in assimilating acquired personnel and operations.




We may
acquire or make investments in complementary businesses, technologies, services
or products which compliment our biotech operations if appropriate opportunities
arise.  From time to time we engage in discussions and negotiations
with companies regarding our acquiring or investing in such companies’
businesses, products, services or technologies, in the ordinary course of our
business.  We cannot be assured that we will be able to identify
future suitable acquisition or investment candidates, or if we do identify
suitable candidates, that we will be able to make such acquisitions or
investments on commercially acceptable terms or at all. If we acquire or invest
in another company, we could have difficulty in assimilating that company’s
personnel, operations, technology and software. In addition, the key personnel
of the acquired company may decide not to work for us. If we make other types of
acquisitions, we could have difficulty in integrating the acquired products,
services or technologies into our operations. These difficulties could disrupt
our ongoing business, distract our management and employees, increase our
expenses and adversely affect our results of operations. Furthermore, we may
incur indebtedness or issue equity securities to pay for any future
acquisitions. The issuance of equity securities would be dilutive to our
existing stockholders. As of March 31, 2009, we had no agreement to enter into
any material investment or acquisition transaction.




The
market for our common stock is highly illiquid. Our stockholders may not be able
to resell their shares at or above the purchase price paid by such stockholders,
or at all.




Our
common stock is quoted on NASD’s Over-the-Counter Bulletin Board (or the OTC
Bulletin Board). Securities quoted for trading on the OTC Bulletin Board are
generally highly illiquid. There is a greater chance of market volatility for
securities that trade on the OTC Bulletin Board as opposed to a national
exchange or quotation system. This volatility may be caused by a variety of
factors including:




•
            the
      absence of consistent administrative supervision of “bid” and “ask”
      quotations;




•
            lower
      trading volume; and




•
            market
      conditions.




There is
only sporadic trading in our common stock and our security holders may
experience wide fluctuations in the market price of our securities. Such price
and volume fluctuations have particularly affected the trading prices of equity
securities of many biotechnology companies. These price and volume fluctuations
often have been unrelated to the operating performance of the affected
companies. These fluctuations may have an extremely negative effect on the
market price of our securities and may prevent a stockholder from obtaining a
market price equal to the purchase price such stockholder paid when the
stockholder attempts to sell our securities in the open market. In these
situations, the stockholder may be required either to sell our securities at a
market price which is lower than the purchase price the stockholder paid, or to
hold our securities for a longer period of time than planned. An inactive market
may also impair our ability to raise capital by selling shares of capital stock
or to recruit and retain managers with equity-based incentive
plans.




Our
common stock is deemed to be “penny stock,” which may make it more difficult for
investors to sell their shares due to suitability requirements.




Our
common stock is deemed to be “penny stock” as that term is defined in
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 (the
“Exchange Act”). These requirements may reduce the potential market for our
common stock by reducing the number of potential investors. This may make it
more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of them. This could cause our stock price to
decline.




13




Broker/dealers
dealing in penny stocks are required to provide potential investors with a
document disclosing the risks of penny stocks. Moreover, broker/dealers are
required to determine whether an investment in a penny stock is a suitable
investment for a prospective investor.




The
exercise of our outstanding convertible securities or issuance of additional
shares could have dilutive impact on our stockholders, and a significant
negative impact on the market price of our common stock.




In
addition to the 25,247,006 shares of our common stock outstanding as of
March 31, 2009, we have reserved for issuance 21,679,566 shares upon the
conversion or exercise of currently outstanding convertible debentures and
warrants. The sale or availability for sale of this number of shares of common
stock in the public market could depress the market price of the common stock.
Additionally, the sale or availability for sale of this number of shares may
lessen the likelihood that additional equity financing will be available to us,
on favorable or unfavorable terms.




Furthermore,
the sale or availability for sale of this number of shares could limit the
annual amount of net operating loss carryforwards that could be
utilized.




We
will not pay cash dividends and investors may have to sell their shares in order
to realize their investment.




We have
not paid any cash dividends on our common stock and do not intend to pay cash
dividends in the foreseeable future. We intend to use our cash for reinvestment
in the development and marketing of our products and services. As a result,
investors may have to sell their shares of common stock to realize their
investment.




Failure
to maintain effective internal controls in accordance with Section 404 of
the Sarbanes-Oxley Act could have a material adverse effect on our business and
operating results. In addition, current and potential shareholders could lose
confidence in our financial reporting, which could have a material adverse
effect on the price of our common stock.




Effective
internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, our results of operation could be harmed.




Section 404
of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the
effectiveness of our internal controls over financial reporting and a report by
our independent registered public accounting firm addressing these assessments.
We continuously monitor our existing internal controls over financial reporting
systems to confirm that they are compliant with Section 404, and we may
identify deficiencies that we may not be able to remediate in time to meet the
deadlines imposed by the Sarbanes-Oxley Act. This process may divert internal
resources and will take a significant amount of time and effort to
complete.




If, at
any time, it is determined that we are not in compliance with Section 404,
we may be required to implement new internal control procedures and reevaluate
our financial reporting. We may experience higher than anticipated operating
expenses as well as increased independent auditor fees during the implementation
of these changes and thereafter. Further, we may need to hire additional
qualified personnel. If we fail to maintain the adequacy of our internal
controls, as such standards are modified, supplemented or amended from time to
time, we may not be able to conclude on an ongoing basis that we have effective
internal controls over financial reporting in accordance with Section 404
of the Sarbanes-Oxley Act, which could result in our being unable to obtain an
unqualified report on internal controls from our independent auditors. Failure
to maintain an effective internal control environment could also cause investors
to lose confidence in our reported financial information, which could have a
material adverse effect on the price of our common stock.




14




Compliance
with changing regulation of corporate governance and public disclosure may
result in additional expenses, divert management’s attention from operating our
business which could have a material adverse effect on our
business.




There
have been other changing laws, regulations and standards relating to corporate
governance and public disclosure in addition to the Sarbanes-Oxley Act, as well
as new regulations promulgated by the Commission and rules promulgated by the
national securities exchanges. These new or changed laws, regulations and
standards are subject to varying interpretations in many cases due to their lack
of specificity, and as a result, their application in practice may evolve over
time as new guidance is provided by regulatory and governing bodies, which could
result in continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. As a
result, our efforts to comply with evolving laws, regulations and standards are
likely to continue to result in increased general and administrative expenses
and a diversion of management time and attention from revenue-generating
activities to compliance activities. Our board members and Chief Executive
Officer could face an increased risk of personal liability in connection with
the performance of their duties. As a result, we may have difficulty attracting
and retaining qualified board members and executive officers, which could have a
material adverse effect on our business. If our efforts to comply with new or
changed laws, regulations and standards differ from the activities intended by
regulatory or governing bodies, we may incur additional expenses to comply with
standards set by regulatory authorities or governing bodies which would have a
material adverse effect on our business and results of operations.




The
following amends and restates in its entirety Item 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:





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




Safe
Harbor Statement




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




15





Recent
Events





On March 19, 2009, the Company acquired
in a secured party sale all the patents, related intellectual property, clinical
data and other assets related to AVR 118 (soon to be renamed OHR 118) and its
topical counterpart AVR 123 (soon to be renamed OHR 123).  OHR 118 is
in an ongoing Phase II trial for the treatment of cachexia and OHR 123 is in an
ongoing Phase I trial for wound healing. The Company also exercised its option
to acquire the new technology and early stage pharmaceutical compounds from Dr.
S. Z. Hirschman, who will join the Company as a consultant and Chief Scientific
Advisor.





History




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




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




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




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




Discontinued
Operations and Divestment of Assets




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




16




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




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




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




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




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




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




Products
and Markets




After
giving effect to the purchase of pharmaceutical compounds described above, BBM
currently has become a biotech company.  In addition to developing the
pharmaceutical compounds acquired to a point where they can be marketed,
management is also engaged on a best-effort, time available basis, in searching
out a potential merger and acquisition candidates 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
increase substantially after it funds development of the new pharmaceutical
compounds. In addition, 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
additional 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 development of the new pharmaceutical compounds and
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 March 31, 2009, BBM had cash of approximately $1,000 and security
deposits of $85,000. We had current liabilities of approximately
$250,000.  This translates to a working capital deficit of about
$164,000, which means that our cash reserves are not adequate for the next 12
months.  We do not have any source of revenues as of September 30,
2008 or March 31, 2009 and expect to rely on additional financing.




17




BBM has
no present avenues of financing and no present agreements to obtain interim
financing while continuing its search for a suitable merger or acquisition
candidate and arrangements. It will be necessary for BBM 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 obtain 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.”  See “Risk
Factors” elsewhere in this Annual Report.




The
following restates and amends in its entirety Item 9A. CONTROLS AND
PROCEDURES:




Item 9A. CONTROLS
AND PROCEDURES.




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




Disclosure
Controls and Procedures




The
Company’s management, including the chief executive officer and chief financial
officer (who are the same person), is responsible for establishing and
maintaining adequate disclosure controls and procedures, as defined in Exchange
Act Rule 13a-15(e). The Company recognizes the need to segregate the functions
of the chief executive officer and chief financial officer. The Company’s
management, including the chief executive officer and chief financial officer
(who are the same person), has evaluated our disclosure controls and procedures
and despite the unsegregated functions of the chief executive officer and chief
financial officer, in view of the limited amount of transactions, has concluded
that they are currently effective. The Company plans to install segregated
controls if it is able to obtain additional financing needed to sustain its
business plan.  See “Risk Factors” elsewhere in this Annual
Report.




18




Management’s
Annual Report on Internal Control Over Financial Reporting




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




Under the
supervision and with the participation of our management, including our Chief
Executive Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework established by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as
set forth in Internal Control - Integrated Framework. The Company realizes the
need to segregate the functions of the chief executive officer and chief
financial officer.  The Company hopes to remedy this if it is able to
obtain additional financing needed to sustain its business plan.  See
“Risk Factors” elsewhere in this Annual Report. Despite the unsegregated
functions of the chief executive officer and chief financial officer, in view if
the limited amount of transactions and based on our evaluation under the
framework in Internal Control - Integrated Framework, our management concluded
that our internal control over financial reporting was effective as of September
30, 2008.




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




The
following restates and amends in its entirety Item 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE:




Item
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.




Directors
and Officers.





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




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


NAME
              
              POSITION
              
              CURRENT TERM OF OFFICEIra
      Greenstein
              
              Chairman
              
              Until
      next meeting of stockholdersAndrew
      Limpert
              
              Interim
      CEO and President/Director
              
              Until
      next meeting of stockholdersShalom
      Z. Hirschman
              
              Chief
      Scientific Advisor
              
              Until
      next meeting of stockholdersOrin
      Hirschman
              
              Director
              
              Until
      next meeting of stockholders





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.




19




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




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





ANDREW W.
LIMPERT, age 39, Director.





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





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




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




ORIN
HIRSCHMAN, age 41, Director.




Orin
Hirschman has over 20 years of experience in money management, leveraged
buyouts, restructuring and venture capital. Mr. Hirschman ran Adam Smith
Investment private investment fund through 2001 and since then has managed AIGH
Investment Partners, a private investment fund that is a 17% shareholder of the
Company.





Mr.
Hirschman’s experience in the securities industry includes tenures with Wesray
Capital, the investment firm founded by former U.S. Secretary of the Treasury
William E. Simon, and Randall Rose & Company, a money management firm based
in New York. Mr. Hirschman has been actively involved in the financing and
structuring of over 60 companies, including many high technology
companies.




Chief
Scientific Advisor




SHALOM Z.
HIRSCHMAN, age 72, Chief  Scientific Advisor.




Dr.
Shalom Z. Hirschman has had a long career as an academic physician, research
scientist, educator, and, most recently, biotechnology entrepreneur and
consultant.




Dr.
Hirschman served as intern and resident in medicine at The Massachusetts General
Hospital of the Harvard Medical School from 1961-1963. He then spent the years
of 1963-1969 conducting research in molecular biology at the National Institutes
of Health in Bethesda, Md. He joined the faculty of The Mount Sinai School of
Medicine in 1968 where he was appointed as Director of the Division of
Infectious Diseases and Professor of Medicine. For several years Dr. Hirschman
also served as vice-chairman of the Department of Medicine.




Dr.
Hirschman retired from Mt. Sinai in 1997 and since has served as consultant to
educational institutions, biotechnology companies and biotechnology investment
funds. From 1997 to 2003, he was President and Chief Executive Officer of
Advanced Viral Research Corp. From 2003 to 2004, he was Chief Scientist of
Advanced Viral Research Corp. Dr. Hirschman is the father of Orin
Hirschman.




20




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., 1245 Brickyard Rd., #590, Salt
Lake City, Utah 84106, at least six months prior to any meeting at which
directors are to be elected. Submissions must include the full name of the
proposed nominee, a description of the proposed nominee's business experience
for at least the previous five years, complete biographical information, a
description of the proposed nominee's qualifications as a director and a
representation that the nominating stockholder is a beneficial or record owner
of the Company's stock. Any such submission must be accompanied by the written
consent of the proposed nominee to be named as a nominee and to serve as a
director if elected.




Audit
Committee





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





The
following information has been added to Item 13. CERTAIN RELATIONSHIPS, RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE:




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




On March
16, 2009, the Company borrowed $80,000 pursuant to an 8% demand note from AIGH
Investment Partners, LLC, a 17% stockholder and an affiliate of Orin Hirschman,
a director.





21




Part
IV





Item 15.
EXHIBITS.




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





(a)
Exhibit Index:




Exhibit
No.






(10.6)
                Form
      of Securities Purchase Agreement, dated as of March 18,
    2009.(10.7)
                Form
      of Security Agreement, dated as of March 19, 2009.(10.8)
                Form
      of Convertible Debenture, dated as of March 19, 2009(10.9)
                Form
      of Demand Note, dated as of March 16, 2009(31)
                Certification
      made pursuant to Section 302 of the Sarbanes Oxley Act of
      2002.(32)
                Certification
      made pursuant to Section 906 of the Sarbanes Oxley Act of
      2002.




22




SIGNATURES





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


REGISTRANT:BBM HOLDINGS,
    INC.Dated:     April
      1, 2009
              By:
              /s/ Ira
      GreensteinIra
      Greenstein, ChairmanDated:     April
      1, 2009
              By:
              /s/
      Andrew LimpertAndrew
      Limpert, DirectorDated:     April
      1, 2009
              By:
              /s/
      Orin HirschmanOrin
      Hirschman, Director





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


Dated:     April
      1, 2009
              By:
              /s/ Ira
      GreensteinIra
      Greenstein, ChairmanDated:     April
      1, 2009
              By:
              /s/
      Andrew LimpertAndrew
      Limpert, Chief Executive Officer and Chief Financial Officer
  23