-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OeSNkB1O7RUlGkowYy3bLx4OIhNc/iAh4NLrmF1Ip+k97C6a2b7vIUPaBjVYjM4d jdR1aJ1wlOAJzi54dJccrw== 0001038838-07-000513.txt : 20070710 0001038838-07-000513.hdr.sgml : 20070710 20070710172247 ACCESSION NUMBER: 0001038838-07-000513 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070710 DATE AS OF CHANGE: 20070710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMB MUNAI INC CENTRAL INDEX KEY: 0000924805 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 300233726 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33034 FILM NUMBER: 07972767 BUSINESS ADDRESS: STREET 1: C/O POULTON & YORDAN STREET 2: 324 SOUTH 400 WEST SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 801-355-2227 MAIL ADDRESS: STREET 1: C/O POULTON & YORDAN STREET 2: 324 SOUTH 400 WEST SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: INTERUNION FINANCIAL CORP DATE OF NAME CHANGE: 19960719 10-K/A 1 ka033107.htm 10-K/A YEAR ENDED MARCH 31, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A-1

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2007

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From ________ to _________

 

 

Commission File Number 001-33034

 

BMB MUNAI, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

30-0233726

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

202 Dostyk Ave, 4th Floor

 

 

Almaty, Kazakhstan

 

050051

(Address of principal executive offices)

 

(Zip Code)

 

+7 (3272) 375-125

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Name of Exchange on Which Registered

 

 

 

Common - $0.001

 

American Stock Exchange

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       o Yes x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.       o Yes x No

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x Yes o No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 


Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, or non-accelerated filer.      

 

 

Large accelerated Filer o

Accelerated Filer x

Non-accelerated Filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

 

o Yes x No

 

As of September 30, 2006 the aggregate market value of the common voting stock held by non-affiliates of the issuer based upon the closing stock price of $5.15 per share was approximately $193,199,345.

 

As of June 7, 2007, the registrant had 44,690,657 shares of common stock, par value $0.001, issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 

2

 


Table of Contents

 

 

 

PART I

 

 

 

Page

 

 

 

 

EXPLANATORY NOTE

4

 

 

 

 

PART III

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

4

 

 

 

 

SIGNATURES

5

 

 

3

 


Explanatory Note to Amendment No. 1 to Annual Report on Form 10-K

 

BMB Munai, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A-1 (the “Amendment”) solely to correct an inadvertent typographical mistake on the front cover of its Annual Report for the fiscal year ended March 31, 2007, which was filed with the Securities and Exchange Commission on June 14, 2007 (the “Original Annual Report”). The front cover of the Original Annual Report mistakenly identifies the Company as a well-known seasoned issuer as defined in Rule 405 of the Securities Act. The Company was not at the time of filing the Original Annual Report, nor is it at the time of filing of this Amendment, a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

 

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. The certification exhibits and Item 15 have been revised accordingly.

 

This Amendment speaks only of the original filing date of the Original Annual Report and reflects only the changes discussed above. This Amendment does not reflect events after the filing of the Original Annual Report or modify or update those disclosures affected by subsequent events. Except for the changes to the front cover, the exhibit list and the exhibits, no other modifications, amendments revisions or updates have been made to any other items, disclosures, information or financial statements contained in the Original Annual Report.

 

PART III

 

Item 15. Exhibits, Financial Statement Schedules

 

 

The following exhibits are included as part of this report:

 

 

 

Exhibit 31.1

 

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 31.2

 

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

4

 


SIGNATURES

 

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf, thereunto duly authorized.

 

 

 

BMB MUNAI, INC.

 

 

 

 

 

 

 

 

 

Date: July 10, 2007

 

/s/ Boris Cherdabayev

 

 

 

Boris Cherdabayev, Chief Executive Officer and Director

 

 

 

5

 


 

 

EX-31.1 2 ex311ka033107.htm RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Boris Cherdabayev, certify that:

 

1.           I have reviewed this amended Annual Report on Form 10-K/A-1 of BMB Munai, Inc.;

 

2.           Based on my knowledge, this amended report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended report;

 

3.           Based on my knowledge, the financial statements, and other financial information included in this amended report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended report;

 

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended report is being prepared;

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this amended report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this amended report based on such evaluation; and

 

 

d)

disclosed in this amended report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.           The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 10, 2007

 

/s/ Boris Cherdabayev

 

 

 

Boris Cherdabayev, Chief Executive Officer and Director

 

 

 

 

EX-31.2 3 ex312ka033107.htm RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Sanat Kasymov, certify that:

 

1.           I have reviewed this amended Annual Report on Form 10-K/A-1 of BMB Munai, Inc.;

 

2.           Based on my knowledge, this amended report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended report;

 

3.           Based on my knowledge, the financial statements, and other financial information included in this amended report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amended report;

 

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended report is being prepared;

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this amended report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this amended report based on such evaluation; and

 

 

d)

disclosed in this amended report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.           The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 10, 2007

 

/s/ Sanat Kasymov

 

 

 

Sanat Kasymov, Chief Financial Officer

 

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----