UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number:
 333-88480

CUSIP Number:
  

P
Form 10-K
  
£
Form 11-K
  
£
Form 10-D
  
£
Form N-CSR
£
Form 20-F
  
£
Form 10-Q
  
£
Form N-SAR
      
(Check one):



For Period Ended:
 September 30, 2008



£
Transition Report on Form 10-K
£
Transition Report on Form 20-F
£
Transition Report on Form 11-K
£
Transition Report on Form 10-Q
£
Transition report on Form N-SAR







For the Transition Period Ended:
  



Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I – REGISTRANT INFORMATION

BBM HOLDINGS, INC.
Full Name of Registrant


Former Name if Applicable

1245 Brickyard Road, Suite 590
Address of Principal Executive Office (Street and Number)

Salt Lake City, Utah 84106
City, State and Zip Code


 
 
 

PART II – RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

P
 
 
 
P
 
 
 
 
£
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 10-Q, 10-D, N-SAR, N-CSR, or transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant’s Annual Report on Form 10-K could not be filed within the prescribed time period because of delays in the preparation of the Registrant’s financial statements. The Registrant is a small company with limited resources available to dedicate to the preparation of this report, despite having engaged an outside consultant to assist in the process. These developments put a tremendous strain on being able to file in the allotted time frame.

PART IV –OTHER INFORMATION

 
(1)Name and telephone number of person to contact in regard to this notification

Andrew Limpert
  
(801)
  
433-2000
(Name)
  
(Area Code)
  
(Telephone Number)

(2)           Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).YesP No£



(3)           Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes£  NoP


 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


 BBM Holdings, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:
 December 23, 2008
  
By:
 /s/ Andrew Limpert
       
Andrew Limpert, President and Chief Executive Officer