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KAZ > SEC Filings for KAZ > Form 8-K/A on 3-Sep-2009All Recent SEC Filings

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Form 8-K/A for BMB MUNAI INC


3-Sep-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. Based on ongoing discussion with the staff of the Securities and Exchange Commission, the Company has also concluded that changes need to be made to the income tax disclosure contained in its audited financial statements for the period ended March 31, 2007 to correct certain inconsistencies in its accounting for foreign taxes and stock based compensation.

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. During the fiscal year ended March 31, 2007 the Company corrected its accounting for temporary differences in tax rates between Kazakhstan and the U.S. 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 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;



• improperly applying foreign tax rates to temporary differences primarily relating to its U.S. investments in oil and gas properties and to U.S. accrued interest income; and

• improperly allocating to U.S. operations stock based compensation expense that should have been allocated to Kazakhstan operations.

During the fourth quarter of fiscal 2008 the Company recognized the mistake in accounting for deferred income tax 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 restatements, 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 is currently in discussion with the staff of the Securities Exchange Commission to determine the proper method for correcting these errors and will file such amendments to its Annual Reports and Quarterly Reports as the Commission and the Company agree are necessary. These amendments will include restated consolidated financial statements and notes thereto, and other appropriate revisions. The Company anticipates these amended filings will be filed as soon as practicable after the Company clears the remaining outstanding comments of the staff of the Securities and Exchange Commission.

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 realized 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)/benefit                    ($853,280) $1,148,609     $295,329
Net income                                     $1,039,491  $1,148,609   $2,188,100
Basic net income per common share                   $0.02       $0.03        $0.05
Diluted net income per common share                 $0.02       $0.03        $0.05

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)  $55,008.00
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    $1,148,609    $2,188,100
Income tax (benefit)/provision               $853,280   ($1,148,609)    ($295,329)
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 (benefit)/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 (benefit)/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 (benefit)/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)/provision ($403,581) $299,999 ($103,582) Net cash provided by operating activities $49,981,194 $0 $49,981,194

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