UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
2
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): March 30, 2007
BBM
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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UTAH
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333-88480
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#04-3648721
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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61
Broadway, Suite 1905, New York, NY
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10006
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
430 6369
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(Former
name or former address if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
BBM
Holdings, Inc. (the “Registrant”) is filing this Form 8-K/A Amendment 2 solely
to amend and restate its Form 8-K/A filed on August 30, 2007, and, without
limiting the foregoing, to amend and restate Exhibit 16.1. No other
information contained in the Form 8-K is amended by this Form 8-K/A. All
information contained in this Form 8-K/A Amendment 2 is as of the original
filing date of the Form 8-K dated March 30, 2007, filed on April 5, 2007 and
previously amended on August 30, 2007, and does not reflect any subsequent
information or events other than as described above.
Item
4.01 Changes in Registrant’s Independent Registered Accounting
Firm.
On
March 30, 2007, upon the closing of the merger
of
the Registrant pursuant to an Agreement and Plan of Merger, dated January 15,
2007, by and among the Registrant (formerly known as Prime Resource, Inc.),
Prime Acquisition, Inc., a wholly-owned subsidiary of the Registrant ("Merger
Sub") and Broadband Maritime, Inc., a Delaware corporation (“Broadband”), as
amended by the First Amendment to the Agreement and Plan of Merger, dated
February 13, 2007, and the Second Amendment to the Agreement and Plan of Merger,
dated March 16, 2007 (the "Merger Agreement"), the shareholders of Broadband
became the majority stockholders of the Registrant. The merger has been treated
as a “reverse acquisition” for accounting purposes and as such, the historical
financial statements of the accounting acquirer,
Broadband, become the historical financial statements of the Registrant. Because
Broadband’s independent registered public accounting firm, Rothstein, Kass &
Company, P.C., (“Rothstein Kass”), was different from the Registrant’s
independent registered public accounting firm, Child, Van Wagoner &
Bradshaw, PLLC (“ Child, Van Wagoner”), there has been a change in Registrant’s
independent registered public accounting firm as a result of the
merger.
Child,
Van Wagoner’s report on the financial statements of Registrant for each of the
past two fiscal years ended December 31, 2005 and 2006, did not contain any
adverse opinion or disclaimer of opinion and was not qualified as to audit
scope
or accounting principles.
During
the two most recent fiscal years ended December 31, 2006 and 2005, and through
March 30, 2007, (i) there were no disagreements between the Registrant and
Child, Van Wagoner on any matter of accounting principles or practices,
consolidated financial statement disclosure or auditing scope or procedure
which, if not resolved to the satisfaction of Child, Van Wagoner, would have
caused Child, Van Wagoner to make reference to the subject matter of the
disagreement in connection with its reports and (ii) there were no “reportable
events”, as described in Item 304(a)(1)(iv) of Regulation S-B of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. The decision to replace
Child, Van Wagoner was not the result of any disagreement between Registrant
and
Child, Van Wagoner on any matter of accounting principle or practice, financial
statement disclosure or audit procedure.
During
the fiscal years ended December 31, 2006 and 2005 respectively, and through
March 30, 2007, neither the Registrant nor anyone acting on its behalf consulted
Rothstein Kass regarding either (1) the application of accounting principles
to
a specified transaction, either completed or contemplated, or the type of audit
opinion that might be rendered on the Registrant’s consolidated financial
statements or (2) any matter that was the subject of a disagreement with Child,
Van Wagoner or event identified in Item 304(a)(1)(iv) of Regulation S-B. The
Company provided Rothstein Kass with this Form 8-K prior to filing it with
the
Securities and Exchange Commission (“SEC”).
We
furnished Child, Van Wagoner with a copy of this report prior to filing this
report with the SEC. We also requested that Child, Van Wagoner furnish a letter
addressed to the SEC stating whether it agrees with the statements made in
this
report. A copy of Child, Van Wagoner’s letter to the SEC is filed with
this report as Exhibit 16.1.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BBM
HOLDINGS, INC.
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Dated:
September 6, 2007
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By:
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/s/ Mary
Ellen Kramer
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Mary
Ellen Kramer, President
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EXHIBIT
INDEX
Exhibit
No.
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Description
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16.1
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Letter
of Child, Van Wagoner & Bradshaw, PLLC, dated September 6, 2007,
pursuant to Item 304(a)(1)(iv) of Regulation
S-B.
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