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):
May 6, 2009
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BMB MUNAI, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-33034
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30-0233726
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(State or other jurisdiction
of incorporation)
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Commission
File Number)
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(IRS Employer
Identification Number)
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202 Dostyk Ave., 4th Floor, Almaty, Kazakhstan
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(Address of principal executive offices)
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050051
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(Zip code)
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+7 (727) 237-51-25
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(Registrant’s telephone number, including area code)
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N/A
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(Former name of 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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends the Current Report on Form 8-K of the Company filed on July 8, 2009 (the “Original Report”). The purpose of this Amendment is to correct the “
Date of Report
” and date of the determination by the Company that the financial statements discussed in the Original Report
were deemed to require restatement. As stated in the Original Report, the Company believed this determination was made on July 2, 2009. In connection with comments received from the Securities and Exchange Commission, the Company agrees to correct the date of such determination to May 6, 2009.
This Amendment is also being filed to clarify that in the Original Report the Company provided adjustments for the fiscal years ended March 31, 2007 and 2008 and the interim periods ended June 30, 2007, September 30, 2007 and December 30, 2007 because those are the periods in which the accounting errors occurred. During the period ended March 31, 2008, the Company made
adjustments to correct its accounting for deferred income taxes and believes the accounting for deferred income taxes is correct in the fiscal year ended March 31, 2009 and the related quarterly reports for June 30, 2008, September 30, 2008 and December 31, 2008. As noted in the Original Report, the Company will restate those reports also. These restatements, however, are solely for the purpose of correcting the prior year comparative information and amending disclosures on deferred
income taxes. As the Company does not anticipate any adjustments to the accounting at the fiscal year end March 31, 2009 or to the quarterly periods ended June 30, 2008, September 30, 2008 and December 30, 2008, no adjustments for those periods is being provided herein.
Except for changes made in the second sentence and the addition of the last two sentences to the first paragraph of
Item 4.02
, to address the issues set forth above,the disclosures contained in
Item 4.02
of the Original Report have not been changed in any way. For convenience and ease
of reference,
Item 4.02
is restated below in its entirety. No attempt has been made in this Current Report on Form 8-K/A to update other disclosures presented in the Original Report and this Current Report on Form 8-K/A does not reflect events occurring after the filing of the Original Report or modify or update those disclosures affected by subsequent events.
This Current Report, as amended, continues to be under review by the Securities and Exchange Commission and may be subject to additional changes.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed
Interim Review.
In response to comments raised by the staff of the Securities and Exchange Commission, the Company commenced a review of its accounting relating to the calculation of deferred income taxes. Based on the Company’s internal review, and after consultation with the audit committee of the Company’s board of directors, as well as the Company’s independent registered public
accounting firm, on May 6, 2009, the Company
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concluded that its audited financial statements for the periods ended March 31, 2008 and 2007, and the unaudited financial statements for the periods ended June 30, 2007, September 30, 2007 and December 31, 2007 are required to be restated due to accounting errors in those periods relating to the Company’s accounting for deferred income taxes. During the fourth quarter of fiscal 2008 the Company
made adjustments to correct its accounting for deferred income taxes and believes its accounting for deferred income taxes for the fiscal year ended March 31, 2009 and the interim periods ended June 30, 2008, September 30, 2008 and December 31, 2008 is correct. The Company has determined, however, that its audited financial statements for the fiscal year ended March 31, 2009, and the unaudited financial statements for the periods ended June 30, 2008, September 30, 2008, December 31,
2008 are required to be restated for the purpose of restating the prior period comparative financial information and amending disclosures on deferred income taxes contained in those financial statements.
The restatements result from the Company erroneously recording a tax expense based on income from Kazakhstan operations that, pursuant to the Company’s license and contract with the Republic of Kazakhstan and Kazakhstan tax law, the Company was not liable to recognize, due to the fact that the Company is operating in the exploration phase. During the fourth quarter of fiscal
2008 the Company recognized the mistake and, believing the mistake to be the result of a change in its estimate of deferred income taxes made adjustments to its financial statements in that period. Based upon further research and investigation, the Company has determined that the change in accounting for deferred income taxes was, in fact, the result of an error, not a change in estimate, due to the oversight and misuse of facts that existed at the time the financial statements were
prepared, requiring restatement of the reports identified in the preceding paragraph.
Because of the restatement, the Company’s previously issued consolidated financial statements which are included in its Annual Report on Form 10-K for the years ended March 31, 2009, 2008 and 2007 and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2007, September 30, 2007, December 31, 2007, June 30, 2008, September 30, 2008 and December 31, 2008 should no
longer be relied upon.
The Company will correct this error by filing amendments to its Annual Reports on Form 10-K/A and its Quarterly Reports on Form 10-Q/A with the Securities and Exchange Commission, which will include restated consolidated financial statements and notes thereto, and other appropriate revisions. We anticipate these amended filings will be filed no later than July 31, 2009.
The primary effect of the restatement will result in the following changes to the Company’s consolidated financial statements for the fiscal years ended March 31, 2007 and 2008 and the periods ended June 30, 2007, September 30, 2007 and December 31, 2007:
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decreases to “
Deferred taxes
”, “
Total long term liabilities
” and “
Accumulated deficit
” and an increase in “
Retained
earnings
” and “
Total shareholders’ equity
” in the Consolidated Balance Sheets
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a decrease to “
Income tax expense
” and increases to “
Net income
”, “
Basic net income per common share
” and “
Diluted net income per
common share
” in the Consolidated Statements of Operations in all periods except for the fiscal year ended March 31, 2008, during which we realize a decreases in “
Income tax benefit
”, “
Net income
”, “
Basic net income per common share
” and no change in
“
Diluted net income per common share
”; and
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an increase in “
Net income
” and a decrease in “
Income tax (benefit)/provision
” in the Consolidated Statements of Cash Flows.
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Following is a summary of the effects of these adjustments on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as of, and for the periods ending, March 31, 2007, June 30, 2007, September 30, 2007, December 31, 2007 and March 31, 2008:
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CONSOLIDATED BALANCE SHEETS
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AS PREVIOUSLY REPORTED
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ADJUSTMENTS
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AS RESTATED
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MARCH 31, 2007:
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Deferred taxes
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$7,948,297
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($299,999)
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$7,648,298
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Total long term liabilities
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$10,114,126
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($299,999)
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$9,814,127
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Accumulated deficit
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($8,204,936)
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$299,999
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($7,904,937)
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Total shareholders’ equity
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$125,561,620
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$299,999
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$125,861,619
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TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
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$144,796,045
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$0
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$144,796,045
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JUNE 30, 2007:
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Deferred taxes
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$9,475,728
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($1,827,430)
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$7,648,298
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Total long term liabilities
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$11,670,225
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($1,827,430)
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$9,842,795
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Accumulated deficit
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($4,322,679)
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$1,827,430
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($2,495,249)
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Total shareholders’ equity
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$130,020,834
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$1,827,430
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$131,848,264
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TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
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$154,028,651
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$0
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$154,028,651
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SEPTEMBER 30, 2007:
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Deferred taxes
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$12,019,068
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($4,370,770)
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$7,648,298
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Total long term liabilities
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$74,747,418
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($4,370,770)
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$70,376,648
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Retained earnings
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$614,394
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$4,370,770
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$4,985,164
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Total shareholders’ equity
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$135,534,864
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$4,370,770
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$139,905,634
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TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
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$222,830,745
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$0
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$222,830,745
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DECEMBER 31, 2007:
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Deferred taxes
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$15,370,129
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($7,721,831)
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$7,648,298
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Total long term liabilities
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$78,557,874
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($7,721,831)
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$70,836,043
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Retained earnings
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$7,119,395
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$7,721,831
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$14,841,226
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Total shareholders’ equity
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$142,616,822
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$7,721,831
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$150,338,653
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TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
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$241,979,412
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$0
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$241,979,412
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MARCH 31, 2008:
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Deferred taxes
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$7,544,716
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$0
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$7,544,716
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Total long term liabilities
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$71,808,702
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$0
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$71,808,702
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Retained earnings
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$23,405,627
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$0
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$23,405,627
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Total shareholders’ equity
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$159,803,931
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$0
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$159,803,931
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TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
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$254,838,093
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$0
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$254,838,093
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CONSOLIDATED STATEMENTS OF OPERATIONS
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AS PREVIOUSLY REPORTED
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ADJUSTMENTS
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AS RESTATED
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YEAR ENDED MARCH 31, 2007:
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Income tax expense
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($853,280)
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$299,999
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($553,281)
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Net income
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$1,039,491
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$299,999
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$1,339,490
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Basic net income per common share
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$0.02
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$0.01
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$0.03
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Diluted net income per common share
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$0.02
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$0.01
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$0.03
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3 MONTHS ENDED JUNE 30, 2007:
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Income tax expense
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($1,527,431)
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$1,527,431
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$0
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Net income
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$3,882,257
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$1,527,431
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$5,409,688
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Basic net income per common share
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$0.09
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$0.03
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$0.12
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Diluted net income per common share
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$0.09
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$0.03
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$0.12
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3 MONTHS ENDED SEPTEMBER 30, 2007:
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Income tax expense
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($2,543,340)
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$2,543,340
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$0
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Net income
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$4,937,073
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$2,543,340
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$7,480,413
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Basic net income per common share
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$0.11
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$0.06
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$0.17
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Diluted net income per common share
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$0.11
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$0.06
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$0.17
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6 MONTHS ENDED SEPTEMBER 30, 2007:
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Income tax expense
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($4,070,771)
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$4,070,771
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$0
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Net income
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$8,819,330
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$4,070,771
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$12,890,101
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Basic net income per common share
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$0.20
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$0.09
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$0.29
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Diluted net income per common share
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$0.20
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$0.09
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$0.29
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3 MONTHS ENDED DECEMBER 31, 2007:
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Income tax expense
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($3,351,061)
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$3,351,061
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$0
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Net income
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$6,505,001
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$3,351,061
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$9,856,062
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Basic net income per common share
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$0.15
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$0.07
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$0.22
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Diluted net income per common share
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$0.14
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$0.08
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$0.22
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9 MONTHS ENDED DECEMBER 31, 2007:
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Income tax expense
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($7,421,832)
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$7,421,832
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$0
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Net income
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$15,324,331
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$7,421,832
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$22,746,163
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Basic net income per common share
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$0.34
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$0.16
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$0.50
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Diluted net income per common share
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$0.34
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$0.17
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$0.51
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YEAR ENDED MARCH 31, 2008:
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Income tax benefit
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$403,581
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($299,999)
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$103,582
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Net income
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$31,610,563
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($299,999)
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$31,310,564
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Basic net income per common share
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$0.71
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($0.01)
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$0.70
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Diluted net income per common share
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$0.70
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$0.00
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$0.70
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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AS PREVIOUSLY REPORTED
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ADJUSTMENTS
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AS RESTATED
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YEAR ENDED MARCH 31, 2007:
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Net Income
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$1,039,491
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$299,999
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$1,339,490
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Income tax provision
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$853,280
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($299,999)
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$553,281
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Net cash used in operating activities
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$5,914,292
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$0
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$5,914,292
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3 MONTHS ENDED JUNE 30, 2007:
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Net Income
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$3,882,257
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$1,527,431
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$5,409,688
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Income tax provision
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$1,527,431
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($1,527,431)
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$0
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Net cash provided by operating activities
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$8,997,673
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$0
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$8,997,673
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6 MONTHS ENDED SEPTEMBER 30, 2007:
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Net Income
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$8,819,330
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$4,070,771
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$12,890,101
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Income tax provision
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$4,070,771
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($4,070,771)
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$0
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Net cash provided by operating activities
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$10,774,828
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$0
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$10,774,828
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9 MONTHS ENDED DECEMBER 31, 2007:
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Net Income
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$15,324,331
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$7,421,832
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$22,746,163
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Income tax provision
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$7,421,832
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($7,421,832)
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$0
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Net cash provided by operating activities
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$23,874,252
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$0
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$23,874,252
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YEAR ENDED MARCH 31, 2008:
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Net Income
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$31,610,563
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($299,999)
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$31,310,564
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Income tax benefit
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($403,581)
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$299,999
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($103,582)
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Net cash provided by operating activities
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$49,981,194
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$0
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$49,981,194
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The reports identified herein continue to be under review by the Securities and Exchange Commission and may be subject to additional changes.
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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BMB MUNAI, INC.
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Date: July 14, 2009
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By:
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/s/ Gamal Kulumbetov
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Gamal Kulumbetov
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Chief Executive Officer
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