8-K/A 1 form8ka021104.txt FORM 8-K/A DATED FEBRUARY 11, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) February 11, 2004 Commission File Number 000-28638 BMB MUNAI, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) INTERUNION FINANCIAL CORPORATION --------------------------------- (Former name of registrant) DELAWARE 87-0250294 -------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 20A Kazibek Bi Street, Almty, Kazakhstan ------------------------------------------------ (Address of principal executive offices) 480100 ----------- (Zip Code) + 7 (3272) 58-85-17/47 ------------------------------------------------ (Registrant's Executive Office Telephone Number) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On February 11, 2004, the Company dismissed Mintz & Partners LLP, Chartered Accountants, from its position as the Company's independent accountants. The Company's board of directors participated in and approved the decision to change independent accountants. The audit report of Mintz & Partners LLP, on June 19, 2003, for the years ended March 31, 2003 and 2002, contained no adverse opinion, disclaimer of opinion or qualification or modification as to uncertainty, audit scope or accounting principles. In connection with its audits for the past two fiscal years and review of unaudited financial statements through September 30, 2003, and through the date of dismissal on February 11, 2004, there have been no disagreements with Mintz & Partners LLP, on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which if not resolved to the satisfaction of Mintz & Partners LLP, would have caused them to make reference thereto on the financial statements. During the two most recent fiscal years and through February 11, 2004, there have been no reportable events (as defined in Regulation S-B, Item 304(a)(1)(iv)). The Company has provided Mintz & Partners LLP, a copy of this Form 8-K/A and has requested Mintz & Partners LLP, furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter provided to the Company by Mintz & Partners LLP, in response to this request is filed as Exhibit 16.1 to this Form 8-K/A. On February 11, 2004, the Company engaged BDO Kazakhstanaudit to serve as the Company's independent auditors. During the two most recent fiscal years and through February 11, 2004, the Company has not consulted with BDO Kazakhstanaudit regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by BDO Kazakhstanaudit that was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions thereto, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits 16.1 Letter of Mintz & Partners LLP, dated February 18, 2004 regarding the disclosure contained in Item 4 of this report on Form 8-K/A. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized. BMB MUNAI, INC. Date: February 19, 2004 By: /s/ Alexandre Agaian -------------------------------- Alexandre Agaian, President Date: February 19, 2004 By: /s/ Gary Lerner -------------------------------- Gary Lerner, Secretary 3