Ohr Opco, Inc. (NASDAQ:OHRP)

CAPS Rating: 1 out of 5

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Member Avatar pchop12316 (76.91) Submitted: 6/24/2015 2:21:24 PM : Underperform Start Price: $2.58 OHRP Score: +2.09

not much to ride with


Member Avatar jed71 (97.89) Submitted: 10/8/2014 1:53:23 PM : Underperform Start Price: $7.07 OHRP Score: +71.92

It’s true that there are companies that have severely shady histories that do eventually try to make a go of things in a legitimate manner. But to be honest, I don’t see very many of them that both try and later eventually succeed. Many of these firms have simply found ways to be a slicker about hiding their prior histories, and have become better about how to describe things in a 10-K and 10-Q report. They also have figured out how to make financings and other dealings look more legitimate. I am not saying that the above statements fully represent this company – I’ll let you be the judge of that. I am simply going to copy and paste section of the old 2012 10-K in the pitch and let you decide what the best course of action would be for this firm. I am kind of mad at myself for not seeing this one earlier – it’s a great red thumb selection for this game, in my humble opinion.

“The Registrant under its former name "Prime Resource, Inc." completed a public offering of 150,000 shares of its Common Stock in July 2002. Historically, Prime Resource, Inc. was primarily engaged in group insurance brokerage as well as investment and pension consulting, through its wholly-owned subsidiaries, Belsen Getty, LLC and Fringe Benefit Analysts, LLC. On April 30, 2006, Prime Resource, Inc. transferred substantially all of its assets, essentially becoming a "shell company" without any active business purpose or active business assets. On March 22, 2007, the Registrant changed its name to "BBM Holdings, Inc." (BBM). On March 30, 2007 (the "Effective Date"), Prime Acquisition, Inc., a wholly-owned subsidiary of the Registrant, merged with and into Broadband Maritime, Inc. ("Broadband"), a company providing broadband internet service and international telephone service for the maritime industry.

On June 5, 2007, the Registrant announced that it ceased operations and reduced employment to a small residual force. As of April 30, 2006, substantially all the assets (other than approximately $35,000 of cash or other liquid assets and common stock and warrants to purchase common stock of Lightspace Corporation (the "Lightspace Securities"), having an approximate value of $372,000 as of September 30, 2006) and liabilities of Prime Resource, Inc. were transferred to a private business entity controlled by the principal shareholders of Prime Resource, Inc. (pre-Merger) in exchange for a reduction in the number of the Registrant's shares held by such shareholders and other consideration.

On March 30, 2007 (the "Effective Date"), Prime Acquisition, Inc., a wholly-owned subsidiary of the Registrant, merged with and into Broadband (the "Merger"), and the stockholders of Broadband received Common Stock of the Registrant. As a result of the Merger, Broadband was the surviving corporation and the Registrant's only wholly-owned subsidiary and, formerly, its sole operating entity. Broadband was a telecommunications engineering and service company offering turnkey, always-on Internet access to commercial shipping fleets. For purposes of accounting, Broadband was treated as the accounting acquirer and as such these financial statements present the former operations of Broadband for all periods presented. Immediately prior to the Merger, the Registrant was a "shell company" that did not have any active business purpose or active business assets.

In connection with the Merger, the Articles of Incorporation of the Registrant were amended on March 22, 2007, to (1) change its name to "BBM Holdings, Inc." and (2) increase the total authorized capital stock of the Registrant to 60,000,000 shares, of which 50,000,000 shares were designated common stock, no par value, and 10,000,000 shares were designated preferred stock, no par value, of which 1,454,090 shares of the Preferred Stock were designated Series A Preferred Stock (the "Series A Stock"). Prior to the Merger, the Registrant paid a dividend of one share of Series A Stock per share of Common Stock outstanding. Each share of Series A Stock represents the right to exchange such share for a pro rata share (among the issued and outstanding Series A Stock) of whatever right, title and interest is held in the Lightspace Securities. This pro rata distribution of the Lightspace Securities took place on June 30, 2008 and the Series A Stock was cancelled.

In addition, in connection with the Merger, the Registrant changed its fiscal year from December 31 to September 30. The merger (reverse acquisition) described above has been accounted for as a purchase business combination in which Broadband was the acquirer for accounting purposes and BBM was the legal acquirer. No goodwill has been recognized since BBM was a "shell company."”

This is a textbook reverse merger legal entity. Lots of previous business plans, lots of prior business names, stock forward splits and reverse splits, ceasing operations, going into a shell company status, selling old assets, buying new assets and starting all over. If you ever wanted to see what a typical reverse merger looks like, here it is. I don’t really care if they are trying to go legitimate, the chances of that truly happening are pretty remote – so I am placing a down thumb and riding it until it “corrects”. Might be 2 months, might be 2 years, but it’s my opinion that it will eventually happen.


Member Avatar marcusjtrader (< 20) Submitted: 6/30/2014 2:05:13 PM : Underperform Start Price: $9.26 OHRP Score: +78.97

OHRP has an overvalued price target, and will definitely decline.

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