Utah
|
13-3709558
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
of organization)
|
Identification
Number)
|
Outstanding
at May 18, 2007
|
||
Common
Stock
|
25,227,307
|
Page
|
||
Part
I - Financial Information
|
||
Item
1.
|
Interim
Condensed Consolidated Financial Statements:
|
|
Condensed
Consolidated Balance Sheet
|
1
|
|
Condensed
Consolidated Statements of Operations
|
2
|
|
|
||
Condensed
Consolidated Statements of Cash Flows
|
3
|
|
|
||
Notes
to Unaudited Condensed Consolidated Financial Statements
|
4 -
11
|
|
|
||
Item
2.
|
Management's
Discussion and Analysis or Plan of
|
|
Operations
|
12
- 15
|
|
|
||
Item
3.
|
Controls
and Procedures
|
16
|
|
||
Part
II. - Other Information
|
17
|
|
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
|
|
||
Item
5.
|
Other
Information
|
|
|
||
Item
6.
|
Exhibits
|
|
|
||
Signatures
|
18
|
March
31, 2007
|
|
|||
|
|
(unaudited)
|
||
ASSETS
|
||||
Current
Assets
|
||||
Cash
and cash equivalents
|
$
|
2,547,000
|
||
Accounts
receivable, net of allowance for bad debts of $20,000
|
447,000
|
|||
Inventories,
net
|
1,081,000
|
|||
Prepaid
expenses and other current assets
|
126,000
|
|||
Total
current assets
|
4,201,000
|
|||
Machinery
and equipment, net
|
427,000
|
|||
Security
deposits
|
235,000
|
|||
Investment
in securities
|
372,000
|
|||
TOTAL
ASSETS
|
$
|
5,235,000
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Current
Liabilities
|
||||
Accounts
payable
|
$
|
902,000
|
||
Accrued
expenses
|
594,000
|
|||
Deferrred
revenue
|
23,000
|
|||
Note
payable and other loans
|
157,000
|
|||
Dividend
payable
|
372,000
|
|||
Total
current liabilities
|
2,048,000
|
|||
Long
Term Liabilities
|
9,000
|
|||
TOTAL
LIABILITIES
|
2,057,000
|
|||
Commitments
and Contingencies
|
||||
Stockholders'
Equity
|
||||
Convertible
preferred stock: Series A, no par value, 10,000,000
|
-
|
|||
shares
authorized, no shares outstanding
|
||||
Common
stock, no par value, 50,000,000 shares authorized
|
||||
25,227,000
shares outstanding
|
21,385,000
|
|||
Accumulated
deficit
|
(18,207,000
|
)
|
||
Total
stockholders' equity
|
3,178,000
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
5,235,000
|
|
|
Three
Months Ended
|
|
Six
Months Ended
|
|
||||||||
|
|
March
31,
|
|
March
31,
|
|
||||||||
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
||||
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
||||||
Net
revenues
|
$
|
130,000
|
$
|
37,000
|
$
|
592,000
|
$
|
85,000
|
|||||
Operating
Expenses
|
|||||||||||||
Cost
of revenues
|
437,000
|
264,000
|
1,028,000
|
512,000
|
|||||||||
Selling,
general and administrative costs
|
867,000
|
557,000
|
1,637,000
|
1,070,000
|
|||||||||
Research
and development costs
|
451,000
|
274,000
|
809,000
|
511,000
|
|||||||||
Loss
from operations
|
(1,625,000
|
)
|
(1,058,000
|
)
|
(2,882,000
|
)
|
(2,008,000
|
)
|
|||||
Interest
Expense
|
52,000
|
94,000
|
|||||||||||
Net
Loss
|
$
|
(1,625,000
|
)
|
$
|
(1,110,000
|
)
|
$
|
(2,882,000
|
)
|
$
|
(2,102,000
|
)
|
|
Net
Loss Per Common Share - Basic & Diluted
|
$
|
(0.86
|
)
|
$
|
(0.68
|
)
|
$
|
(1.63
|
)
|
$
|
(1.29
|
)
|
|
Weighted average
number of common shares outstanding - Basic &
Diluted
|
1,898,000
|
1,625,000
|
1,767,000
|
1,625,000
|
Six
Months ended March 31,
|
|
||||||
|
|
2007
|
|
2006
|
|
||
|
|
(unaudited)
|
|
(unaudited)
|
|||
Cash
flows from operating activities
|
|||||||
Net
loss
|
$
|
(2,882,000
|
)
|
$
|
(2,102,000
|
)
|
|
Adjustments
to reconcile net loss to
|
|||||||
net
cash used in operating activities:
|
|||||||
Depreciation
|
117,000
|
113,000
|
|||||
Stock
based compensation charge
|
4,000
|
-
|
|||||
Changes
in operating assets and liabilities
|
|||||||
Accounts
receivable, net
|
(438,000
|
)
|
(18,000
|
)
|
|||
Inventories,
net
|
(43,000
|
)
|
(206,000
|
)
|
|||
Prepaid
expenses and other current assets
|
27,000
|
31,000
|
|||||
Accounts
payable
|
248,000
|
25,000
|
|||||
Other
current liabilities
|
(205,000
|
)
|
(108,000
|
)
|
|||
Total
adjustments to net income
|
(290,000
|
)
|
(163,000
|
)
|
|||
Net
cash used in operating activities
|
(3,172,000
|
)
|
(2,265,000
|
)
|
|||
Cash
flows from investing activities
|
|||||||
Purchases
of machinery and equipment
|
(231,000
|
)
|
(62,000
|
)
|
|||
Payment
of security deposits
|
(9,000
|
)
|
(2,000
|
)
|
|||
Proceeds
from issuance of preferred stock which subsequently was converted
into
common stock per the merges
|
|||||||
Net
cash used in investing activities
|
(240,000
|
)
|
(64,000
|
)
|
|||
Cash
flows from financing activities
|
|||||||
Repayment
of bridge loans
|
(815,000
|
)
|
-
|
||||
Proceeds
from issuance of preferred stock
|
6,740,000
|
-
|
|||||
Net
cash provided by financing activities
|
5,925,000
|
-
|
|||||
Net
increase (decrease) in cash
|
2,513,000
|
(2,329,000
|
)
|
||||
Cash
at beginning of period
|
34,000
|
3,919,000
|
|||||
Cash
at end of period
|
$
|
2,547,000
|
$
|
1,590,000
|
|||
Supplemental
schedule of non-cash financing activities:
|
|||||||
Conversion
of preferred stock into common stock
|
$
|
6,740,000 |
$
|
- |
Investment
|
$
|
372,000
|
||
Liabilities
|
(372,000
|
)
|
||
|
$
|
0
|
2007
|
2006
|
||||||
Net
Revenues
|
$
|
592,000
|
$
|
85,000
|
|||
Net
loss
|
$
|
(2,893,000
|
)
|
$
|
(2,113,000
|
)
|
|
Net
loss per common share, basic and diluted
|
$
|
(1.64
|
)
|
$
|
(1.30
|
)
|
·
|
Persuasive
evidence of an arrangement exists - A non-cancelable signed agreement
between the Company and the customer is considered to be evidence
of an
arrangement.
|
·
|
Delivery
has occurred or services have been rendered - Revenues are recognized
only
on the delivery of equipment and acceptance by customers or on the
delivery of service.
|
·
|
The
seller's price to the buyer is fixed or determinable - The Company
generally considers payments that are due within a year to be fixed
or
determinable based upon its successful collection history on such
arrangements.
|
·
|
Collectibility
is reasonably assured - The Company runs normal business credit checks
on
unknown new customers to minimize the risk of a customer avoiding
payment.
Collection is deemed probable if the Company expects that the customer
will be able to pay amounts under the arrangement as payments become
due.
If the Company determines that collection is not probable, the revenue
is
deferred and recognized upon cash collection. The Company also seeks
a
deposit wherever possible before commencing work on a new
contract.
|
Six
months
ended
|
Three
months
ended
|
||||||
March
31,
|
March
31,
|
||||||
2006
|
2006
|
||||||
Net
loss, as reported
|
$
|
(2,102,000
|
)
|
$
|
(1,110,000
|
)
|
|
Add:
Total stock-based employee compensation expense determined under
fair
value based method, net of related tax effects
|
13,000
|
7,000
|
|||||
Pro
forma net loss
|
$
|
(2,115,000
|
)
|
$
|
(1,117,000
|
)
|
|
|
|||||||
Net
loss per common share as reported
|
$
|
(1.29
|
)
|
$
|
(0.68
|
)
|
|
Pro-forma
net loss per common share
|
$
|
(1.30
|
)
|
$
|
(0.69
|
)
|
Employees
|
||||
Expected
volatility
|
56
|
%
|
||
Expected
term
|
5
years
|
|||
Risk-free
interest rate
|
4.89
|
%
|
||
Dividend
yield
|
0
|
%
|
||
Annual
forfeiture rate
|
0
|
%
|
Six
Months
|
|
Three
Months
|
|
||||||||||
|
|
March
31,
|
|
March
31,
|
|
||||||||
|
|
(unaudited)
|
|
(unaudited)
|
|||||||||
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||||
Customer
A
|
53
|
%
|
14
|
%
|
17
|
%
|
21
|
%
|
|||||
13
|
%
|
0
|
%
|
2
|
%
|
0
|
%
|
||||||
Customer
C
|
10
|
%
|
3
|
%
|
46
|
%
|
0
|
%
|
·
|
We
have a limited operating history and we anticipate continued
losses.
|
·
|
Our
financial condition raises substantial doubt about our ability to
continue
as a going concern.
|
·
|
We
are dependent on proprietary know-how. We hold limited
patents.
|
·
|
We
are dependent on the services of key personnel the loss of which
would
have a material adverse effect on our operations.
|
·
|
We
are dependent upon future market acceptance of our products on a
broader
scale than has occurred to date.
|
·
|
We
are subject to governmental
regulations.
|
·
|
Our
products are subject to
obsolescence.
|
·
|
Recent
trading in our stock has been limited, so investors may not be able
to
sell as much stock as they want at prevailing market
prices.
|
·
|
Future
sales of shares of our common stock may negatively affect our stock
price.
|
·
|
Our
common stock may be affected by limited trading volume and may fluctuate
significantly which may affect the value of our shares of common
stock.
|
·
|
Our
common stock is deemed to be "Penny Stock" which may make it more
difficult for investors to sell their
shares.
|
|
||||||||||
|
Six
months ended
March
31,
|
|||||||||
2007
|
2006
|
Change
|
||||||||
Revenues
|
$
|
592,000
|
$
|
85,000
|
$
|
507,000
|
||||
Cost
of Revenues
|
1,028,000
|
512,000
|
516,000
|
|||||||
Selling,
General &
|
1,633,000
|
1,070,000
|
563,000
|
|||||||
Administrative
Expenses
|
||||||||||
Research
& Development
|
||||||||||
Expenses
|
809,000
|
511,000
|
297,000
|
|||||||
Loss
from Operations
|
(2,878,000
|
)
|
(2,008,000
|
)
|
(870,000
|
)
|
||||
Other
expense
|
-
|
94,000
|
(94,000
|
)
|
||||||
Net
loss
|
2,877,000
|
)
|
($2,102,000
|
)
|
($775,000
|
)
|
Three
months ended
March
31,
|
||||||||||
2007
|
2006
|
Change
|
||||||||
Revenues
|
$
|
130,000
|
$
|
37,000
|
$
|
93,000
|
||||
Cost
of Revenues
|
437,000
|
264,000
|
173,000
|
|||||||
Selling,
General & Administrative
Expenses
|
867,000
|
557,000
|
310,000
|
|||||||
Research
& Development Expenses
|
451,000
|
274,000
|
177,000
|
|||||||
Loss
from operations
|
(1,625,000
|
)
|
(1,058,000
|
)
|
(567,000
|
)
|
||||
Other
expense
|
-
|
(52,000
|
)
|
(52,000
|
)
|
|||||
Net
loss
|
$ |
(1,625,000
|
)
|
$ |
(1,110,000
|
)
|
$ |
(515,000
|
)
|
2.
|
Agreement
and Plan of Merger Among Prime Resource, Inc., Prime Acquisition,
Inc. and
Broadband Maritime, Inc. dated as of January 15, 2007, as amended,
is
incorporated by reference to Exhibits 2.1, 2.2 and 2.3 to the Registrant’s
Current Report on Form 8-K filed April 5,
2007.
|
31. |
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
202 of the Sarbanes Oxley Act of
2002.
|
32. |
Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
pursuant to Section 906 of the Sarbanes
Oxley Act of 2002.
|
BBM
HOLDINGS, INC.
|
||
|
|
|
By: | /s/ Mary Ellen Kramer | |
Mary
Ellen Kramer
President
and Chief
Executive
Officer
|
||
Dated:
May 21, 2007
|
No.
|
Description
|
|
3.
|
Agreement
and Plan of Merger Among Prime Resource, Inc., Prime Acquisition,
Inc. and
Broadband Maritime, Inc. dated as of January 15, 2007, as amended,
is
incorporated by reference to Exhibits 2.1, 2.2 and 2.3 to the Registrant’s
Current Report on From 8-K filed April 5, 2007.
|
|
31.
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant
to Section
202 of the Sarbanes Oxley Act of 2002.
|
|
32.
|
Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
pursuant to Section 906 of the Sarbanes Oxley Act of
2002.
|