Part
I
|
4
|
||
Item
1.
|
BUSINESS
|
4
|
|
Item
2.
|
PROPERTIES
|
10
|
|
Item
3.
|
LEGAL
PROCEEDINGS
|
10
|
|
Item
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
10
|
|
Part
II
|
10
|
||
Item
5.
|
MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER
PURCHASE OF EQUITY SECURITIES
|
10
|
|
Item
6.
|
SELECTED
FINANCIAL DATA
|
11
|
|
Item
7.
|
MANAGEMENTS'
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
PERATIONS
|
11
|
|
Item
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
14
|
|
Item
8
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
14
|
|
FINANCIAL
STATEMENTS
|
F1
- F19
|
||
Item
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
15
|
|
Item
9A.
|
CONTROLS
AND PROCEDURES
|
15
|
|
Part
III
|
16
|
||
Item
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
16
|
|
Item
11.
|
EXECUTIVE
COMPENSATION
|
18
|
|
Item
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK
HOLDER MATTERS
|
20
|
|
Item
13.
|
CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
22
|
|
Item
14.
|
PRINICIPAL
ACCOUNTANT FEES AND SERVICES
|
22
|
|
Part
IV
|
23
|
||
Item
15.
|
EXHIBITS
|
23
|
|
Signatures
|
24
|
||
Certification
pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
Exhibit
31
|
||
Certification
pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
Exhibit
32
|
Item 1.
|
BUSINESS.
|
1.
|
The
discontinuation of the Company’s operations and the disposal of
substantially all of the Company’s operating assets and the negotiated
release from its outstanding liabilities substantially reduces the
Company’s continuing cash
requirements.
|
2.
|
The
subsequent sale of the Company’s operations provides cash to the Company
of $460,000 and releases the Company from liabilities of up to $465,000.
This cash will pay the ongoing expenses of the Company as an inactive
public company, including such matters as filing, accounting and legal
fees necessary to maintain the Company’s trading on the Electronic
Bulletin Board and continue it as a reporting company under the Securities
and Exchange Act of 1934. As of September 30, 2008, the Company had cash
of approximately $96,000.
|
3.
|
The
Board of Directors has the responsibility to continue to look for and
obtain possible merger and acquisition candidates and proposals for the
Company.
|
·
|
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.
|
Item 2.
|
PROPERTIES.
|
Item 3.
|
LEGAL
PROCEEDINGS.
|
Item 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
Item 5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER
PURCHASE OF EQUITY SECURITIES.
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
|||
FY
2009
|
FY
2008
|
FY
2007
|
||||||
October
1st –
December 31st 2008
|
$0.25
|
$0.80
|
October
1st –
December 31st 2007
|
$1.25
|
$0.70
|
October
1st –
December 31st 2006
|
*
|
*
|
January
1st –
January 9th
2009
|
$.80
|
$.80
|
January
1st –
March 31st
2008
|
$.70
|
$.60
|
January
1st
–
March
31st 2007
|
*
|
*
|
April
1st
–
June
30th
2008
|
$.60
|
$.51
|
April
1st
–
June
30th
2007
|
$1.75
|
$1.50
|
|||
July
1st –
September 30th 2008
|
$.51
|
$.25
|
July
1st
–
September
30th 2007
|
$1.35
|
$1.25
|
|||
1.
|
There
is no assurance that the Company can continue as an inactive public
reporting entity. BBM will not be able to sustain itself and pay the
required accounting, auditing or other reporting costs necessary to
continue as a public entity for the indefinite future. Further, there is
no assurance or warranty that additional interim funding can be obtained
to maintain the Company as a public entity after its reserve funds are
exhausted.
|
2.
|
Future
regulations by various state or federal securities agencies, such as the
State of Utah, Division of Securities or the Securities and Exchange
Commission could make it difficult or impossible for the Company to
continue as an inactive public company through adoption of various
administrative regulations and filing requirements which make it
impossible or very difficult for the Company to continue as a
non-operating public company.
|
3.
|
Only
minimal management, time and expertise are being devoted to the operation
of the Company. Initial reviews of merger and acquisition opportunities
are being completed by the Board, who, on a time available basis, will
seek to search out and attempt to locate various merger or acquisition
candidates or proposals for the Company. There is no assurance or warranty
that the Board will be successful in ongoing efforts to find a merger or
acquisition candidate.
|
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.
|
2008
|
2007
|
Change
|
||||
Revenues
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
Cost
of Revenues
|
$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
Selling,
General & Administrative Expenses
|
$
|
640,000
|
$
|
-0-
|
$
|
640,000
|
Loss
from Operations
|
$
|
(640,000)
|
$
|
-0-
|
$
|
(640,000)
|
Other
income and (expense)
|
$
|
11,000
|
$
|
-0-
|
$
|
11,000
|
Income
(loss) from discontinued Operations
|
$
|
654,000
|
$
|
(6,304,000)
|
$
|
6,958,000
|
Net
Income (loss)
|
$
|
25,000
|
$
|
(6,304,000)
|
$
|
6,329,000
|
(1)
|
The
amounts set forth are rounded to the nearest one
thousand.
|
|
Item
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.
|
BBM
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||
( A
Development Stage Company)
|
|||||||
Consolidated
Balance Sheets
|
|||||||
(In
Thousands)
|
|||||||
ASSETS
|
|||||||
September
30,
|
September
30,
|
||||||
2008
|
2007
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
96
|
$
|
197
|
|||
Total
Current Assets
|
96
|
197
|
|||||
OTHER
ASSETS
|
|||||||
Net
assets of discontinued operations
|
-
|
418
|
|||||
Security
deposits
|
85
|
87
|
|||||
Total
Other Assets
|
85
|
505
|
|||||
TOTAL
ASSETS
|
$
|
181
|
$
|
702
|
|||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
56
|
$
|
240
|
|||
Net
liabilities of discontinued operations
|
-
|
356
|
|||||
Accrued
expenses
|
92
|
41
|
|||||
Total
Current Liabilities
|
148
|
637
|
|||||
LONG-TERM
LIABILITIES, Dividend payable
|
-
|
328
|
|||||
TOTAL
LIABILITIES
|
148
|
965
|
|||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|||||||
Preferred
stock, series A; 10,000,000 shares authorized,
|
|||||||
at
no par value, no shares and 1,454,090
|
|||||||
shares
issued and outstanding
|
-
|
-
|
|||||
Common
stock; 50,000,000 shares authorized,
|
|||||||
at
no par value, 25,247,006
|
|||||||
shares
issued and outstanding, respectively
|
21,637
|
21,366
|
|||||
Accumulated
deficit
|
(20,975)
|
(21,629)
|
|||||
Deficit
accumulated during the development stage
|
(629)
|
-
|
|||||
Total
Stockholders' Equity (Deficit)
|
33
|
(263)
|
|||||
TOTAL
LIABILITIES AND
|
|||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
$
|
181
|
$
|
702
|
|||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
BBM
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||||||||||
(A
Development Stage Company)
|
|||||||||||||||
Consolidated
Statements of Operations
|
|||||||||||||||
(In
Thousands, except per share data)
|
|||||||||||||||
From
Inception of the Development Stage on October 1, 2007
Through
|
|||||||||||||||
For
the Year Ended September 30,
|
September
30,
|
||||||||||||||
2008
|
2007
|
2008
|
|||||||||||||
REVENUES
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||
COST
OF SALES
|
-
|
-
|
-
|
||||||||||||
GROSS
PROFIT
|
-
|
-
|
-
|
||||||||||||
OPERATING
EXPENSES
|
|||||||||||||||
General
and administrative
|
640
|
-
|
640
|
||||||||||||
Total
Operating Expenses
|
640
|
-
|
640
|
||||||||||||
OPERATING
LOSS
|
(640)
|
-
|
(640)
|
||||||||||||
OTHER
INCOME AND EXPENSE
|
|||||||||||||||
Other
income and expense
|
11
|
-
|
11
|
||||||||||||
LOSS
FROM CONTINUING OPERATIONS
|
|||||||||||||||
BEFORE
INCOME TAXES
|
(629)
|
-
|
(629)
|
||||||||||||
PROVISION
FOR INCOME TAXES
|
-
|
-
|
-
|
||||||||||||
LOSS
FROM CONTINUING OPERATIONS
|
(629)
|
-
|
(629)
|
||||||||||||
DISCONTINUED
OPERATIONS
|
|||||||||||||||
Income
(loss) from discontinued
|
|||||||||||||||
operations
(including gain on
|
|||||||||||||||
disposal
of $606)
|
654
|
(6,304)
|
|||||||||||||
Income
tax benefit
|
-
|
-
|
-
|
||||||||||||
GAIN
(LOSS) ON
|
|
||||||||||||||
DISCONTINUED
OPERATIONS
|
654
|
(6,304)
|
-
|
||||||||||||
NET
INCOME (LOSS)
|
$
|
25
|
$
|
(6,304)
|
$
|
(629)
|
|||||||||
BASIC
INCOME (LOSS) PER SHARE
|
|||||||||||||||
Continuing
operations
|
$
|
(0.02)
|
$
|
0.00
|
|||||||||||
Discontinued
operations
|
0.03
|
(0.66)
|
|||||||||||||
$
|
0.02
|
$
|
(0.66)
|
||||||||||||
DILUTED
INCOME (LOSS) PER SHARE
|
|||||||||||||||
Continuing
operations
|
$
|
(0.02)
|
$
|
0.00
|
|||||||||||
Discontinued
operations
|
0.02
|
(0.66)
|
|||||||||||||
$
|
0.00
|
$
|
(0.66)
|
||||||||||||
WEIGHTED
AVERAGE NUMBER
|
|||||||||||||||
OF
SHARES OUTSTANDING:
|
|||||||||||||||
BASIC
|
25,247
|
14,255
|
|||||||||||||
DILUTED
|
38,323
|
14,255
|
|||||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
BBM
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||||||||
(A
Development Stage Company)
|
|||||||||||||
Consolidated
Statements of Cash Flows
|
|||||||||||||
(In
Thousands)
|
|||||||||||||
From
Inception of the Development Stage on October 1, 2007
Through
|
|||||||||||||
For
the Year Ended September 30,
|
September 30,
|
||||||||||||
OPERATING
ACTIVITIES
|
2008
|
2007
|
2008
|
||||||||||
Net
income (loss)
|
$
|
25
|
$
|
(6,304)
|
$
|
25
|
|||||||
Adjustments
to reconcile net loss to net cash
|
|||||||||||||
used
by operating activities:
|
|||||||||||||
Discontinued
operations
|
(684)
|
942
|
(684)
|
||||||||||
Fair
value of warrant issued for services
|
271
|
-
|
271
|
||||||||||
Changes
in operating assets and liabilities
|
|||||||||||||
Change
in deposits
|
2
|
-
|
2
|
||||||||||
Change
in accounts payable
|
(92)
|
-
|
(92)
|
||||||||||
Change
in accrued expenses
|
(41)
|
-
|
(41)
|
||||||||||
Net
Cash Used by Operating Activities
|
(519)
|
(5,362)
|
(519)
|
||||||||||
INVESTING
ACTIVITIES
|
|||||||||||||
Discontinued
operations:
|
418
|
418
|
|||||||||||
Purchases
of machinery and equipment
|
|
(376)
|
|||||||||||
Refund
of sub-lease security deposit
|
(9)
|
||||||||||||
Receipt
of security deposits
|
5
|
||||||||||||
Net
Cash Used by Investing Activities
|
418
|
(380)
|
418
|
||||||||||
FINANCING
ACTIVITIES
|
|||||||||||||
Discontinued
operations:
|
|||||||||||||
Proceeds
from (repayment of) bridge loans
|
(358)
|
||||||||||||
Net
Proceeds from issuance of preferred stock
|
6,251
|
||||||||||||
Proceeds
from sale of common stock
|
10
|
-
|
|||||||||||
Proceeds
from exercise of stock options
|
-
|
2
|
|||||||||||
Net
Cash Provided by Financing Activities
|
-
|
5,905
|
-
|
||||||||||
NET
DECREASE IN CASH
|
(101)
|
163
|
(101)
|
||||||||||
CASH
AT BEGINNING OF PERIOD
|
197
|
34
|
197
|
||||||||||
CASH
AT END OF PERIOD
|
$
|
96
|
$
|
197
|
$
|
96
|
|||||||
SUPPLEMENTAL
DISCLOSURES OF
|
|||||||||||||
CASH
FLOW INFORMATION
|
|||||||||||||
NON
CASH FINANCING ACTIVITIES:
|
|||||||||||||
Preferred
stock converted to common stock
|
$
|
-
|
$
|
6,708
|
$
|
-
|
|||||||
Debt
converted to preferred stock
|
$
|
-
|
$
|
457
|
$
|
-
|
|||||||
Transfer
of investment for dividends payable
|
$
|
186
|
$
|
-
|
$
|
186
|
|||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
BBM
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||||||||||||||||||
Consolidated
Statements of Stockholders' Equity (Deficit)
|
|||||||||||||||||||||||
(In
Thousands, except per share data)
|
|||||||||||||||||||||||
Deficit
|
|||||||||||||||||||||||
Accumulated
|
Total
|
||||||||||||||||||||||
During
the
|
Stockholders'
|
||||||||||||||||||||||
Convertible
Preferred Stock
|
Series
A Preferred Stock
|
Common
Stock
|
Accumulated
|
Development
|
Equity
|
||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Deficit
|
Stage
|
(Deficit)
|
|||||||||||||||
Balance,
September 30, 2006
|
572,021
|
$
|
-
|
-
|
$
|
-
|
1,636,349
|
$
|
14,642
|
$
|
(15,325)
|
$
|
-
|
$
|
(683)
|
||||||||
Preferred
stock issued for
|
|||||||||||||||||||||||
cash
net of expenses
|
656,000
|
|
6,251
|
-
|
-
|
|
-
|
-
|
-
|
-
|
6,251
|
||||||||||||
Preferred
stock issued for debt
|
45,700
|
457
|
-
|
-
|
-
|
-
|
-
|
-
|
457
|
||||||||||||||
Stock
based compensation
|
-
|
-
|
-
|
-
|
-
|
4
|
-
|
-
|
4
|
||||||||||||||
Preferred
stock dividend
|
44,570
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Exercise
of stock options
|
-
|
-
|
-
|
-
|
4,834
|
2
|
-
|
-
|
2
|
||||||||||||||
Dividend
of preferred stock
|
|
|
|||||||||||||||||||||
issued
to common shareholders
|
-
|
-
|
1,454,090
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Conversion
of preferred stock
|
|
|
|||||||||||||||||||||
to
common stock
|
(1,318,291)
|
(6,708)
|
-
|
-
|
22,134,301
|
6,708
|
-
|
-
|
-
|
||||||||||||||
Common
stock issued for subsidiary
|
-
|
-
|
-
|
-
|
1,454,090
|
-
|
-
|
-
|
-
|
||||||||||||||
Common
stock issued for cash
|
-
|
-
|
-
|
-
|
17,432
|
10
|
-
|
-
|
10
|
||||||||||||||
Net
loss for the year
|
|||||||||||||||||||||||
ended
September 30, 2007
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,304)
|
-
|
(6,304)
|
||||||||||||||
Balance,
September 30, 2007
|
-
|
-
|
1,454,090
|
-
|
25,247,006
|
21,366
|
(21,629)
|
-
|
(263)
|
||||||||||||||
Fair
value of warrants granted
|
|||||||||||||||||||||||
to
employees
|
-
|
-
|
-
|
-
|
-
|
271
|
-
|
-
|
271
|
||||||||||||||
Dividend
|
(1,454,090)
|
||||||||||||||||||||||
Net
loss for the year
|
|||||||||||||||||||||||
ended
September 30, 2008
|
-
|
-
|
-
|
-
|
-
|
-
|
654
|
(629)
|
25
|
||||||||||||||
Balance,
September 30, 2008
|
-
|
$
|
-
|
-
|
$
|
-
|
25,247,006
|
$
|
21,637
|
$
|
(20,975)
|
$
|
(629)
|
$
|
33
|
||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
·
|
Persuasive
evidence of an arrangement exists - A non-cancelable signed agreement
between the Company and the customer is considered to be evidence of an
arrangement.
|
·
|
Delivery
has occurred or services have been rendered - Revenues are recognized only
on the delivery of equipment and acceptance by customers or on the
delivery of service.
|
·
|
The
seller's price to the buyer is fixed or determinable - The Company
generally considers payments that are due within a year to be fixed or
determinable based upon its successful collection history on such
arrangements.
|
·
|
Collectability
is reasonably assured - The Company runs normal business credit checks on
unknown new customers to minimize the risk of a customer avoiding payment.
Collection is deemed probable if the Company expects that the customer
will be able to pay amounts under the arrangement as payments become due.
If the Company determines that collection is not probable, the revenue is
deferred and recognized upon cash collection. The Company also seeks a
deposit wherever possible before commencing work on a new
contract.
|
Warrants
|
13,075,935
|
|||
Options
|
0
|
|||
Total
|
13,075,935
|
Raw
materials
|
$
|
-
|
Equipment
and computers
|
$
|
-
|
||
Less:
accumulated depreciation
|
-
|
|||
$
|
-
|
Rent
|
$
|
72,000
|
||
Customer
claims
|
16,000
|
|||
Accrued
commissions
|
-
|
|||
Other
|
4,000
|
|||
$
|
92,000
|
Weighted
|
||||||||||||||
Per
Share
|
Average
|
|||||||||||||
Employee
|
Stock/Option
|
Stock/Option
|
||||||||||||
Options
|
ESOP
|
Price
|
Price
|
|||||||||||
Outstanding
October 1, 2006
|
1,716,328
|
232,899
|
$
|
0.60
|
$
|
0.60
|
||||||||
Granted
|
0
|
34,773
|
$
|
0.60
|
$
|
0.60
|
||||||||
Exercised
|
0
|
(2,567
|
)
|
$
|
0.60
|
$
|
0.60
|
|||||||
Forfeited
|
0
|
0
|
||||||||||||
Expired
|
(1,716,328
|
)
|
(248,065
|
)
|
$
|
0.60
|
$
|
0.60
|
||||||
Outstanding
September 30, 2006
|
0
|
17,040
|
$
|
0.60
|
$
|
0.60
|
||||||||
Granted
|
0
|
0
|
||||||||||||
Exercised
|
0
|
0
|
||||||||||||
Expired
|
0
|
0
|
||||||||||||
Outstanding
September 30, 2007
|
0
|
17,040
|
$
|
0.60
|
$
|
0.60
|
||||||||
Expired
|
(17,040
|
)
|
||||||||||||
Outstanding
September 30, 2008
|
0
|
0
|
2008
|
2007
|
||||||
Tax
(Benefit) at statutory rate
|
$
|
11,000
|
$
|
(2,774,000
|
)
|
||
Stock-based
compensation
|
113,000
|
2,000
|
|||||
Other
|
-
|
19,000
|
|||||
Valuation
allowance
|
(124,000
|
)
|
2,753,000
|
||||
$
|
-
|
$
|
-
|
Net
operating loss carryforward
|
$
|
8,444,000
|
||
Inventory
impairment
|
556,000
|
|||
Property
and equipment impairment
|
199,000
|
|||
Research
and development
|
219,000
|
|||
9,418,000
|
||||
Valuation
allowance
|
(9,418,000
|
)
|
||
$
|
-
|
Years
Ending September 30,
|
||||
2009
|
$ 253,000
|
|||
2010
|
222,000
|
|||
Total
|
$
|
475,000
|
Year
ended September 30, 2007
|
||||||||||
Charged
|
Paid
or
|
Remaining
|
||||||||
To
Expense
|
Settled
|
Liability
|
||||||||
Inventory
and fixed asset write-down
|
$
|
1,729
|
$
|
1,568
|
$
|
161
|
||||
Customer
claims
|
195
|
195
|
||||||||
Unbilled
sales write-off
|
58
|
58
|
||||||||
Vendor
settlements
|
(210
|
)
|
||||||||
Forgiveness
of notes payable to founders
|
(156
|
)
|
||||||||
$
|
1,616
|
$
|
356
|
|
Item
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
Annual
Compensation
|
Long-Term
Compensation
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Andrew
Limpert Director and CEO and President
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2008
|
0
|
0
|
0
|
193,047
|
0
|
0
|
0
|
193,047
|
|
Ira
Greenstein Chairman and Director
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2008
|
0
|
0
|
0
|
386,094
|
0
|
0
|
0
|
386,094
|
(1)
|
In
connection with the merger, the Registrant’s fiscal year changed from
December 31 to September 30. Accordingly, the information for
fiscal year ended September 30, 2007 is not comparable to prior fiscal
years.
|
(2)
|
Mr.
Limpert has served as a Director of the Registrant since 2002 and as of
November 1, 2007, currently serves as the CEO and President of the
Registrant without compensation on an interim
basis.
|
(3)
|
Historical
financial information presented is that of Prime Resource, Inc., the
predecessor to BBM Holdings, Inc., prior to the
Merger. Accordingly, the information for fiscal years ended
December 31, 2006 and 2005 is not comparable to the information for the
fiscal year ended September 30,
2007.
|
A.
|
Option
Awards
|
Name
|
Number
of Common Shares Underlying
Unexercised
Options (#) Exercisable
|
Number
of Common Shares Underlying
Unexercised
Options (#) Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration
Date
|
Andrew
Limpert (1)
Director
and CEO and President
|
193,047
|
—
|
—
|
.65
|
April
9, 2013
|
Ira
Greenstein(2)
Chairman
and Director
|
386,094
|
—
|
—
|
.65
|
April
9, 2013
|
(1)
|
Mr.
Limpert has served as a Director of the Registrant since 2002 and as of
November 1, 2007, currently serves as the CEO and President of the
Registrant on an interim part-time
basis.
|
B.
|
Stock
Awards
|
Name
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested ($)
|
Andrew
Limpert (1)
Director
and CEO and President
|
—
|
—
|
193,047
|
—
|
Ira
Greenstein (2)
Chairman
and Director
|
—
|
—
|
386,094
|
—
|
(1)
(2)
|
Mr.
Limpert has served as a Director of the Registrant since 2002 and as of
November 1, 2007, and
currently
serves as the CEO and President of the Registrant on an interim part-time
basis.
Mr.
Greenstein currently serves as Chairman and
Director.
|
Name
and Address of Beneficial Owner
|
Shares
Owned
|
Right
to Acquire (1)
|
Shares
Owned Beneficially
|
Ownership
Percentage(2)
|
AIGH
Investment Partners, LLC
|
3,153,294
|
1,511,107
|
4,664,401
|
18.48%
|
6006
Berkeley Avenue
|
||||
Baltimore,
MD 21209
|
||||
Asia
Marketing Limited
|
1,815,311
|
881,480
|
2,696,791
|
10.68%
|
P.O.
Box 3236
|
||||
Ramat
Gam 52131 Israel
|
||||
Camco
- c/o Charles Alpert
|
1,014,951
|
487,848
|
1,502,799
|
5.95%
|
466
Arbuckle Avenue
|
||||
Cedarhurst,
NY 11516
|
||||
FAME
Associates
|
1,091,356
|
545,678
|
1,637,034
|
6.48%
|
111
Broadway, 20th Floor
|
||||
New
York, NY 10006
|
||||
Ganot
Corporation
|
1,479,205
|
713,427
|
2,192,632
|
8.68%
|
4000
Hollywood Blvd. 530 N
|
||||
Hollywood,
FL 33021
|
Globis
entities (3)
|
2,437,507
|
1,248,900
|
3,686,407
|
14.60%
|
60
Broad Street
|
||||
New
York, NY 10004
|
||||
LaPlace
Group, LLC
|
1,098,901
|
529,823
|
1,628,724
|
6.45%
|
3666
Shannon Road
|
||||
Cleveland
Hts, OK 44118
|
||||
South
Ferry #2, LP
|
2,845,917
|
1,357,519
|
4,203,436
|
16.65%
|
1
State Street Plaza, 29th Floor
|
||||
New
York, NY 10004
|
||||
St,.
Lucia Investment & Trade Corp.
|
1,306,943
|
620,756
|
1,927,699
|
7.64%
|
c/o
Broadband
|
||||
Ira
Greenstein (4)
|
—
|
386,094
|
386,094
|
1.53%
|
c/o
BBM
|
||||
Andrew
Limpert (5)
|
321,700
|
193,047
|
514,747
|
2.04%
|
c/o
BBM
|
||||
Mary
Ellen Kramer (6)
|
184,602
|
92,396
|
276,998
|
1.10%
|
c/o
BBM
|
||||
Zevi
Kramer (6)
|
184,602
|
92,396
|
276,998
|
1.10%
|
All
Officers and Directors
|
321,700
|
—
|
321,700
|
1.27%
|
as
a Group (7)
|
FISCAL
YEAR ENDED
|
|||
September 30, 2008 (2)
|
December 31, 2007
|
December 31, 2006
|
|
Audit
Fees
|
$12,000
|
$23,162
|
|
Tax
Fees (1)
|
$9,275
|
—
|
—
|
All
Other Fees
|
$260
|
$1,500
|
—
|
Total
Fees
|
$21,535
|
$1,500
|
$23,162
|
(1)
|
Fees
paid for preparation and filing of the Company’s federal and state income
tax returns.
|
(2)
|
Fees
billed to the Company through September 30,
2008.
|
FISCAL
YEAR ENDED
|
||
September 30, 2008 (2)
|
September 30, 2007
|
|
Audit
Fees
|
$12,000
|
$67,500
|
Tax
Fees (1)
|
$9,275
|
$6,500
|
All
Other Fees
|
$260
|
$13,500
|
Total
Fees
|
$21,535
|
$87,500
|
(1)
|
Fees
paid for preparation and filing of the Company’s federal and state income
tax returns.
|
(2)
|
Fees
billed to the Company through September 30,
2008.
|
Exhibit
No.
|
||
(2.1)
|
Form
of Asset Purchase Agreement, dated as of October 16,
2007.
|
|
(3(i))
|
Amended Certificate of
Incorporation, dated as of October 16, 2007. 1
|
|
(4.1)
|
Form of Warrant Agreement.
3
|
|
(10.1)
|
Consulting Agreement, dated
November 12, 2008 3
|
|
(10.2)
|
Acquisition Agreement, dated
November 12, 2008 3
|
|
(10.3)
|
Form of Warrant 3
|
|
(10.4)
|
Form of Registration Rights
Agreement 3
|
|
(10.5)
|
First
Amendment to Acquisition Agreement, dated January 12,
2009
|
|
(18)
|
Letter of Rothstein, Kass &
Company, P.C., dated April 22, 2008. 2
|
|
(23)
|
Consent
of Rothstein, Kass and Company, P.C.
|
|
(31)
|
Certification
made pursuant to Section 302 of the Sarbanes Oxley Act of
2002.
|
|
(32)
|
Certification
made pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|
REGISTRANT:
|
||||
BBM
HOLDINGS, INC.
|
||||
Date:
|
January
12, 2009
|
By:
|
/s/ Ira Greenstein | |
Ira
Greenstein, Chairman
|
||||
Date:
|
January
12, 2009
|
By:
|
/s/ Andrew Limpert | |
Andrew
Limpert,
CEO/Director
|
Date:
|
January
12, 2009
|
By:
|
/s/ Ira Greenstein | |
Ira
Greenstein, Chairman
|
||||
Date:
|
January
12, 2009
|
By:
|
/s/ Andrew Limpert | |
Andrew
Limpert, CEO/Director
|