UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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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PRIME
RESOURCE, INC.
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Explanatory
Note
On
April
5, 2007, BBM Holdings, Inc. (the “Registrant”) filed a Current Report on Form
8-K (the “April Current Report”) on Item 2.01 to report the completed
acquisition of Broadband Maritime, Inc. (“Broadband”) pursuant to an Agreement
and Plan of Merger, dated January 15, 2007, by and among Prime Resource, Inc.,
Prime Acquisition, Inc. (“Merger Sub”), a wholly-owned subsidiary of Prime
Resource, Inc. and Broadband, as amended on February 13, 2007 and March 16,
2007
(the “Merger Agreement”).
As
reported in the April Current Report, pursuant to the Merger Agreement, at
7:43
p.m. ET on March 30, 2007, the effective time of the merger (the “Effective
Time”), Merger Sub merged with and into Broadband, with Broadband continuing as
the surviving entity and sole wholly-owned subsidiary of Prime Resource, Inc.,
and the Registrant’s fiscal year was changed from a year ending December 31 to a
year ending September 30. On March 22, 2007, Prime Resource, Inc. changed its
name to BBM Holdings, Inc.
This
Form
8-K/A is filed as an amendment (Amendment No. 1) to the April Current
Report.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant
to Section 6.8 of the Merger Agreement, BBM Holdings, Inc. (formerly known
as
Prime Resources, Inc.) has changed its fiscal year from December 31 to September
30, effective as of the Effective Time.
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: December
5, 2007 |
By: |
/s/ Andrew
Limpert |
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Andrew
Limpert, President |