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KAZ > SEC Filings for KAZ > Form 8-K/A on 14-Jul-2009All Recent SEC Filings

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Form 8-K/A for BMB MUNAI INC


14-Jul-2009

Non-Reliance on Previous Financials, Audits or Interim Review


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


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:

• 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



• 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

• an increase in "Net income" and a decrease in "Income tax (benefit)/provision" in the Consolidated Statements of Cash Flows.

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:


CONSOLIDATED BALANCE SHEETS
                            AS PREVIOUSLY REPORTED ADJUSTMENTS   AS RESTATED

MARCH 31, 2007:
Deferred taxes                         $7,948,297    ($299,999)   $7,648,298
Total long term liabilities           $10,114,126    ($299,999)   $9,814,127
Accumulated deficit                   ($8,204,936)    $299,999   ($7,904,937)
Total shareholders' equity           $125,561,620     $299,999  $125,861,619
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $144,796,045           $0  $144,796,045

JUNE 30, 2007:
Deferred taxes                         $9,475,728  ($1,827,430)   $7,648,298
Total long term liabilities           $11,670,225  ($1,827,430)   $9,842,795
Accumulated deficit                   ($4,322,679)  $1,827,430   ($2,495,249)
Total shareholders' equity           $130,020,834   $1,827,430  $131,848,264
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $154,028,651           $0  $154,028,651

SEPTEMBER 30, 2007:
Deferred taxes                        $12,019,068  ($4,370,770)   $7,648,298
Total long term liabilities           $74,747,418  ($4,370,770)  $70,376,648
Retained earnings                        $614,394   $4,370,770    $4,985,164
Total shareholders' equity           $135,534,864   $4,370,770  $139,905,634
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $222,830,745           $0  $222,830,745

DECEMBER 31, 2007:
Deferred taxes                        $15,370,129  ($7,721,831)   $7,648,298
Total long term liabilities           $78,557,874  ($7,721,831)  $70,836,043
Retained earnings                      $7,119,395   $7,721,831   $14,841,226
Total shareholders' equity           $142,616,822   $7,721,831  $150,338,653
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $241,979,412           $0  $241,979,412

MARCH 31, 2008:
Deferred taxes                         $7,544,716           $0    $7,544,716
Total long term liabilities           $71,808,702           $0   $71,808,702
Retained earnings                     $23,405,627           $0   $23,405,627
Total shareholders' equity           $159,803,931           $0  $159,803,931
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $254,838,093           $0  $254,838,093


CONSOLIDATED STATEMENTS OF OPERATIONS

                                    AS PREVIOUSLY
                                      REPORTED     ADJUSTMENTS    AS RESTATED

YEAR ENDED MARCH 31, 2007:
Income tax expense                     ($853,280)      $299,999     ($553,281)
Net income                            $1,039,491       $299,999    $1,339,490
Basic net income per common share          $0.02          $0.01         $0.03
Diluted net income per common share        $0.02          $0.01         $0.03

3 MONTHS ENDED JUNE 30, 2007:
Income tax expense                   ($1,527,431)    $1,527,431            $0
Net income                            $3,882,257     $1,527,431    $5,409,688
Basic net income per common share          $0.09          $0.03         $0.12
Diluted net income per common share        $0.09          $0.03         $0.12

3 MONTHS ENDED SEPTEMBER 30, 2007:
Income tax expense                   ($2,543,340)    $2,543,340            $0
Net income                            $4,937,073     $2,543,340    $7,480,413
Basic net income per common share          $0.11          $0.06         $0.17
Diluted net income per common share        $0.11          $0.06         $0.17

6 MONTHS ENDED SEPTEMBER 30, 2007:
Income tax expense                   ($4,070,771)    $4,070,771            $0
Net income                            $8,819,330     $4,070,771   $12,890,101
Basic net income per common share          $0.20          $0.09         $0.29
Diluted net income per common share        $0.20          $0.09         $0.29

3 MONTHS ENDED DECEMBER 31, 2007:
Income tax expense                   ($3,351,061)    $3,351,061            $0
Net income                            $6,505,001     $3,351,061    $9,856,062
Basic net income per common share          $0.15          $0.07         $0.22
Diluted net income per common share        $0.14          $0.08         $0.22

9 MONTHS ENDED DECEMBER 31, 2007:
Income tax expense                   ($7,421,832)    $7,421,832            $0
Net income                           $15,324,331     $7,421,832   $22,746,163
Basic net income per common share          $0.34          $0.16         $0.50
Diluted net income per common share        $0.34          $0.17         $0.51

YEAR ENDED MARCH 31, 2008:
Income tax benefit                      $403,581      ($299,999)     $103,582
Net income                           $31,610,563      ($299,999)  $31,310,564
Basic net income per common share          $0.71         ($0.01)        $0.70
Diluted net income per common share        $0.70          $0.00         $0.70

--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               AS
                                           PREVIOUSLY
                                            REPORTED   ADJUSTMENTS  AS RESTATED

YEAR ENDED MARCH 31, 2007:
Net Income                                 $1,039,491     $299,999   $1,339,490
Income tax provision                         $853,280    ($299,999)    $553,281
Net cash used in operating activities      $5,914,292           $0   $5,914,292

3 MONTHS ENDED JUNE 30, 2007:
Net Income                                 $3,882,257   $1,527,431   $5,409,688
Income tax provision                       $1,527,431  ($1,527,431)          $0
Net cash provided by operating activities  $8,997,673           $0   $8,997,673

6 MONTHS ENDED SEPTEMBER 30, 2007:
Net Income                                 $8,819,330   $4,070,771  $12,890,101
Income tax provision                       $4,070,771  ($4,070,771)          $0

Net cash provided by operating activities $10,774,828 $0 $10,774,828

9 MONTHS ENDED DECEMBER 31, 2007:
Net Income $15,324,331 $7,421,832 $22,746,163 Income tax provision $7,421,832 ($7,421,832) $0 Net cash provided by operating activities $23,874,252 $0 $23,874,252

YEAR ENDED MARCH 31, 2008:
Net Income $31,610,563 ($299,999) $31,310,564 Income tax benefit ($403,581) $299,999 ($103,582) Net cash provided by operating activities $49,981,194 $0 $49,981,194


The reports identified herein continue to be under review by the Securities and Exchange Commission and may be subject to additional changes.

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