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

 

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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

 

 

 

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