FRHC 10-Q Quarterly Report Dec. 31, 2014

FREEDOM HOLDING CORP.

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10-Q 1 q1231014.htm FORM 10-Q ENDED DECEMBER 31, 2014 q1231014.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

	x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended December 31, 2014

OR

	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.)

324 South 400 West, Suite 250
Salt Lake City, Utah		84101
(Address of principal executive offices)		(Zip Code)

(801) 355-2227
(Registrant's telephone number, including area code)

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.
	Yes	x	No	o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
	Yes	x	No	o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
	Yes	x	No	o

As of February 13, 2015, the registrant had 55,787,554 shares of common stock, par value $0.001, issued and outstanding.

BMB MUNAI, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		Page

Item 1. Unaudited Condensed Financial Statements

	Condensed Balance Sheets as of December 31, 2014 a nd March 31, 2014	3

	Condensed Statements of Operations for the Three and Nine Months Ended December 31, 2014 and 2013	4

	Condensed Statements of Cash Flows for the Nine Months Ended December 31, 2014 and 2013	5

	Notes to Condensed Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10

Item 3. Qualitative and Quantitative Disclosures About Market Risk		15

Item 4. Controls and Procedures		15

PART II — OTHER INFORMATION

Item 1A. Risk Factors		15

Item 6. Exhibits		15

Signatures		17

PART I — FINANCIAL INFORMATION

Item 1 – Unaudited Condensed Financial Statements

BMB MUNAI, INC.

CONDENSED BALANCE SHEETS

	Notes	December 31, 2014	March 31, 2014

ASSETS

CURRENT ASSETS
Cash and cash equivalents	3	$ 8,638,978	$ 8,587,245

Total current assets		8,638,978	8,587,245

TOTAL ASSETS		$ 8,638,978	$ 8,587,245

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable		$ 121,622	$ 66,177
Deferred distribution payments	4	8,537,905	8,540,365

Total current liabilities		8,659,527	8,606,542

SHAREHOLDERS’ EQUITY
Preferred stock - $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding		-	-
Common stock - $0.001 par value; 500,000,000 shares authorized;
55,787,554 and 55,787,554 shares outstanding, respectively		55,788	55,788
Additional paid in capital		89,363,319	89,363,319
Accumulated deficit		(89,439,656)	(89,438,404)

Total shareholders’ equity		(20,549)	(19,297)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$ 8,638,978	$ 8,587,245

The accompanying notes are an integral part of these unaudited condensed financial statements.

BMB MUNAI, INC.

CONDENSED STATEMENTS OF OPERATIONS

		Three months ended December 31,		Nine months ended December 31,
	Notes	2014 (unaudited)	2013 (unaudited)	2014 (unaudited)	2013 (unaudited)

REVENUES		$ -	$ -	$ -	$ -

COSTS AND OPERATING EXPENSES
General and administrative		14,767	360,596	60,948	1,450,665
Amortization and depreciation		-	28,982	-	86,946

Total costs and operating expenses		14,767	389,578	60,948	1,537,611

LOSS FROM OPERATIONS		(14,767)	(389,578)	(60,948)	(1,537,611)

OTHER INCOME
Interest income, net		1,620	58	4,892	878

Total other income		1,620	58	4,892	878

LOSS BEFORE INCOME TAXES		(13,147)	(389,520)	(56,056)	(1,536,733)

INCOME TAX BENEFIT	5	54,804	-	54,804	-

NET INCOME / (LOSS)		$ 41,657	$ (389,520)	$ (1,252)	$ (1,536,733)

BASIC AND DILUTED NET LOSS PER COMMON SHARE	6	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.03)

The accompanying notes are an integral part of these unaudited condensed financial statements.

BMB MUNAI, INC.

CONDENSED STATEMENTS OF CASH FLOWS

		Nine months ended December 31,
	Notes	2014 (unaudited)		2013 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,252)	$	(1,536,733)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization			-		86,946
Changes in operating assets and liabilities:
Increase/ (decrease) in accounts payable			55,445		(319,740)
Decrease in taxes payables and accrued liabilities			-		(22,568)
Net cash provided by (used in) operating activities			54,193		(1,792,095)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities			-		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred distribution payment	4		(2,460)		(6,300)
Net cash used in financing activities			(2,460)		(6,300)

NET CHANGE IN CASH AND CASH EQUIVALENTS			51,733		(1,798,395)
CASH AND CASH EQUIVALENTS at beginning of period			8,587,245		10,463,531
CASH AND CASH EQUIVALENTS at end of period		$	8,638,978	$	8,665,136

The accompanying notes are an integral part of these unaudited condensed financial statements.

BMB MUNAI, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2014

NOTE 1 – DESCRIPTION OF BUSINESS

BMB Munai, Inc. (the “Company” or “BMB Munai”) is a Nevada corporation that originally incorporated in the State of Utah in 1981. From 2003 to 2011 the Company’s business activities focused on oil and natural gas exploration and production in the Republic of Kazakhstan through its then wholly-owned subsidiary Emir Oil LLP.

On September 19, 2011 the Company completed the sale of all of its interests in Emir Oil (the “Sale”).

Since September 2011 the Company’s principal business operations have been focused on satisfying its post-closing undertakings in connection with the Sale, which were completed in September 2012, winding down its operations in Kazakhstan and exploring opportunities to exploit the expertise of the Company’s management staff and return value to the Company’s stockholders.

The Company does not anticipate generating revenue unless it is able to identify and exploit a new business opportunity. No assurance can be given that the Company will be able to identify or exploit a new business opportunity. Further, no assurance can be given that the Company will have the funds available to it that would enable it to take advantage of such opportunity should one be identified. These factors, coupled with the fact that the Company’s current liabilities exceed its current assets, raise substantial doubt about the Company’s ability to continue as a going concern.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Going concern

As a result of the Sale, the Company has no subsidiaries and no continuing operations that generate positive cash flow and the Company’s current liabilities exceed its current assets, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to continue its efforts to reduce expenses to preserve the minimal funds it has available for as long as possible.

Subsequent event

The Company’s management has evaluated subsequent events through the date the financial statements were issued and has found no subsequent events to report.

BMB MUNAI, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2014

Use of estimates

The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the unaudited financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates and affect the results reported in these unaudited financial statements.

Concentration of credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions.

Functional currency

The Company makes its principal investing and financing transactions in U.S. Dollars and the U.S. Dollar is therefore its functional currency.

Income taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carryforwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Cash and cash equivalents

The Company considers all demand deposits, money market accounts and marketable securities purchased with an original maturity of three months or less to be cash and cash equivalents. The fair value of cash and cash equivalents approximates their carrying amounts due to their short-term maturity.

Other fixed assets

Other fixed assets are valued at historical cost adjusted for impairment loss less accumulated depreciation. Historical cost includes all direct costs associated with the acquisition of the fixed assets.

BMB MUNAI, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2014

Depreciation of other fixed assets is calculated using the straight-line method based upon the following estimated useful lives:

Vehicles	3-5 years
Office equipment	3-5 years
Software	3-4 years
Furniture and fixtures	2-7 years

Maintenance and repairs are charged to expense as incurred. Renewals and betterments are capitalized as leasehold improvements, which are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease.

Other fixed assets of the Company are evaluated annually for impairment. If the sum of expected undiscounted cash flows is less than net book value, unamortized costs of other fixed assets will be reduced to a fair value. Based on the Company’s analysis at December 31, 2014 no impairment of other assets is necessary.

Income (Loss) per common share

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if all contracts to issue common stock were converted into common stock, except for those that are anti-dilutive.

Recent accounting pronouncements

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about our ability to continue as a going concern, and if so, to provide related footnote disclosures. The standard is effective for annual reporting periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. We are currently evaluating this new standard and after adoption, we will incorporate this guidance in our assessment of going concern.

NOTE 3 – CASH AND CASH EQUIVALENTS

As of December 31, 2014 and March 31, 2014 cash and cash equivalents included deposits in U.S. banks in the amount of $8,638,978 and $8,587,245, respectively. The Company’s deposits in U.S. banks are in non-FDIC insured accounts which means they are not insured to the $250,000 FDIC insurance limit.

BMB MUNAI, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2014

NOTE 4 – SHAREHOLDERS’ EQUITY

Shareholder distributions

On October 24, 2011 the Company made an initial cash distribution of $1.04 per share to common stockholders of record on October 10, 2011 from the proceeds of the Sale. The total amount calculated for this distribution to common stockholders was $58,019,056.

Following the completion of its post-closing obligations in connection with the Sale, on October 30, 2012 the Company declared and made a second cash distribution of $0.30 per share to common stockholders of record on October 15, 2012. The total amount calculated for this distribution to common stockholders was $16,736,266.

As of December 31, 2014 the amount paid from the first distribution was $51,398,433 with $6,620,623 payable, and the amount paid from the second distribution was $14,818,983 with $1,917,282 payable. These payables have been accrued and included in deferred distribution payments on the balance sheet.

NOTE 5 – INCOME TAXES

During the quarter ended December 31, 2014 the Company received tax refunds of previously overpaid estimated tax payments in amount of $54,804.

NOTE 6 – EARNINGS PER SHARE INFORMATION

The calculation of basic earnings per share is based on the following data:

	Three months ended		Nine months ended
	December 31, 2014	December 31, 2013	December 31, 2014	December 31, 2013

Net income/(loss)	$ 41,657	$ (389,520)	$ (1,252)	$ (1,536,733)

Basic weighted-average common shares outstanding	55,787,554	55,787,554	55,787,554	55,787,554

Basic loss per common share	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.03)

As of December 31, 2014 and 2013 there were no options, warrants, or restricted stock grants outstanding.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our unaudited condensed financial statements and the accompanying notes included in this quarterly report on Form 10-Q contain additional information that should be referred to when reviewing this material and this document should be read in conjunction with our annual report on Form 10-K for the year ended March 31, 2014.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are based on management’s beliefs and assumptions and on information currently available to management. For this purpose any statement contained in this report that is not a statement of historical fact may be deemed to be forward-looking, including, but not limited to, our ability to identify or pursue other opportunities to exploit the expertise of the Company’s management staff and return value to the Company’s stockholders, our results of operations, cash flows, capital resources and liquidity, and future actions, intentions, plans, strategies and objectives. Without limiting the foregoing, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “forecast,” “predict,” “may,” “should,” “could,” “will” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve known and unknown risks and uncertainties and other factors that may cause actual results and outcomes to differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, our ability to identify and exploit a new business opportunity, having sufficient funds then available to us to take advantage of any such opportunity, satisfaction of outstanding obligations, costs and expenses, economic conditions, competition, legislative requirements, sufficiency of working capital, capital resources and liquidity and other factors detailed herein and in our other Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

Forward-looking statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current financial and economic information, which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements. We hereby qualify all our forward-looking statements by these cautionary statements.

These forward-looking statements speak only as of their dates and should not be unduly relied upon. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Throughout this report, unless otherwise indicated by the context, references herein to the “Company”, “BMB”, “we”, our” or “us” means BMB Munai, Inc., a Nevada corporation, and any corporate subsidiaries and predecessors. Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations all references to dollar amounts ($) refers to U.S. Dollars unless otherwise indicated.

The following discussion should be read in conjunction with our financial statements and the related notes contained elsewhere in this report and in our other filings with the Securities and Exchange Commission.

Overview

As discussed in Note 1 – Description of Business of the notes to our unaudited condensed financial statements accompanying this report, on September 19, 2011 we sold all our interest in our oil and natural gas exploration and production assets with the sale of our wholly-owned subsidiary Emir Oil LLP (the “Sale”). Since September 2011 we have been working to complete the Sale, wind down our operations in Kazakhstan, and identify new business opportunities that will allow us to take advantage of the expertise of our management staff and return additional value to our stockholders.

This discussion summarizes the significant factors affecting our results of operations, financial condition, and liquidity and capital resources during the periods ended December 31, 2014 and 2013. This discussion should be read in conjunction with the unaudited condensed financial statements and notes to the unaudited condensed financial statements accompanying this report.

Results of Operations

Three months ended December 31, 2014 compared to the three months ended December 31, 2013.

Revenue

We did not generate any revenue during the three months ended December 31, 2014 and 2013.

Expenses

The following table presents details of our expenses for the three months ended December 31, 2014 and 2013:

	For the three months ended December 31, 2014	For the three months ended December 31, 2013
Costs and Operating Expenses:
General and administrative	$ 14,767	$ 360,596
Amortization and depreciation	-	28,982
Total	$ 14,767	$ 389,578

General and Administrative Expenses . General and administrative expenses during the three months ended December 31, 2014 were $14,767 compared to $360,596 during the three months ended December 31, 2013. General and administrative expenses were lower during the quarter ended December 31, 2014 because the level of management services we required was lower than during the quarter ended December 31, 2013.

Amortization and Depreciation . Amortization and depreciation expense for the three months ended December 31, 2014 decreased to zero because our fixed assets were fully amortized as of December 31, 2014.

Loss from Operations . During the three months ended December 31, 2014 we recognized a loss from operations of $14,767 compared to a loss from operations of $389,578 during the three months ended December 31, 2013. This decrease in loss from operations during the three months ended December 31, 2014 is the result of the 96% decrease in general and administrative expenses.

Total Other Income . During the three months ended December 31, 2014 we recognized total other income of $1,620 compared to total other income of $58 during the three months ended December 31, 2013. The increase resulted from higher interest income on our cash balances.

Income Tax Benefit . During the three months ended December 31, 2014 we were refunded previously overpaid estimated tax payments totaling $54,804. We realized no income tax benefit or expense during the three months ended December 31, 2013.

Net Income/Loss . For the reasons discussed above, during the three months ended December 31, 2014 we realized net income of $41,657 compared to a net loss of $389,520 for the three months ended December 31, 2013. Because we have no revenue, we expect to continue to realize net losses in upcoming fiscal periods unless our level of activity increases.

Results of Operations

Nine months ended December 31, 2014 compared to the nine months ended December 31, 2013.

Revenue

We did not generate any revenue during the nine months ended December 31, 2014 and 2013.

Expenses

The following table presents details of our expenses for the nine months ended December 31, 2014 and 2013:

	For the nine months ended December 31, 2014	For the nine months ended December 31, 2013
Costs and Operating Expenses:
General and administrative	$ 60,948	$ 1,450,665
Amortization and depreciation	-	86,946
Total	$ 60,948	$ 1,537,611

General and Administrative Expenses . General and administrative expenses during the nine months ended December 31, 2014 were $60,948 compared to $1,450,665 during the nine months ended December 31, 2013. General and administrative expenses were lower during the nine months ended December 31, 2014 because, with the winding down of our operations, we required a lower level of management services than during the nine months ended December 31, 2013.

Amortization and Depreciation . Amortization and depreciation expense for the nine months ended December 31, 2014 decreased to zero because our fixed assets were fully amortized as of December 31, 2014.

Loss from Operations . During the nine months ended December 31, 2014 we recognized a loss from operations of $60,948 compared to a loss from operations of $1,537,611 during the nine months ended December 31, 2013. This decrease in loss from operations during nine months ended December 31, 2014 is the result of the 96% decrease in general and administrative expenses.

Total Other Income . During the nine months ended December 31, 2014 we recognized total other income of $4,892 compared to total other income of $878 during the nine months ended December 31, 2013. The increase resulted from higher interest income on our cash balances during the nine-month period ended December 31, 2014.

Income Tax Benefit . During the nine months ended December 31, 2014 we were refunded previously overpaid estimated tax payments totaling $54,804. We realized no income tax benefit or expense during the nine months ended December 31, 2013.

Net Loss . For the reasons discussed above, during the nine months ended December 31, 2014 our net loss decreased to $1,252 from a net loss of $1,536,733 for the nine months ended December 31, 2013. We expect to continue to realize net losses in upcoming fiscal periods, unless we are able to identify a new business opportunity to generate revenue and increase our level of activity.

Liquidity and Capital Resources

As noted throughout this report, in September 2011 we completed the sale of our oil and natural gas exploration and production assets. In September 2012 we completed our post-closing obligations in connection with the Sale. We continue our efforts to identify new business opportunities that will allow us to capitalize on the expertise of the Company’s management staff and return additional value to our stockholders, but we have limited funds remaining to continue such efforts. There is no assurance that we will be able to continue such efforts or that, at some point, our board of directors will not determine that it is in the best interest of the Company and its stockholders to dissolve the Company.

We do not currently generate revenue and do not anticipate generating revenue until such time as we are able to identify and exploit a new business opportunity. No assurance can be given that we will be successful in identifying and exploiting any new business opportunity, or that we will have the funds then available to us to take advantage of any such opportunity. These factors raise substantial doubt about our ability to continue as a going concern or to return any additional value to our stockholders.

Cash Flows

During the nine months ended December 31, 2014 cash was primarily used to pay for current expenses. See below for additional discussion and analysis of cash flow.

	Nine months ended December 31, 2014	Nine months ended December 31, 2013

Net cash provided by (used in) operating activities	$ 54,193	$ (1,792,095)
Net cash provided by investing activities	$ -	$ -
Net cash used in financing activities	$ (2,460)	$ (6,300)

NET CHANGE IN CASH AND CASH EQUIVALENTS	$ 51,733	$ (1,798,395)

Our principal source of liquidity during the nine months ended December 31, 2014 was cash and cash equivalents. At March 31, 2014 cash and cash equivalents totaled $8,587,245. At December 31, 2014 cash and cash equivalents totaled $8,638,978. Of this amount $8,537,905 is held for distribution to shareholders who have not yet claimed their distributions pursuant to the first and/or second stockholder distributions as reflected in the table of Contractual Obligations and Contingencies below.

Contractual Obligations and Contingencies

The following table lists our significant commitments at December 31, 2014, excluding current liabilities as listed on our condensed balance sheet:

	Payments Due By Period
Contractual obligations	Total	Less than 1 year	2-3 years	4-5 years	After 5 years
Initial cash distribution payable (1)	$ 6,620,623	$ 6,620,623	$ -	$ -	$ -
Second cash distribution payable (1)	1,917,282	1,917,282	-	-	-

TOTAL	$ 8,537,905	$ 8,537,905	$ -	$ -	$ -

(1)	See Note 4 – Shareholders’ Equity for additional information regarding the initial cash distribution payable and the second cash distribution payable.

Off-Balance Sheet Financing Arrangements

As of December 31, 2014 we had no off-balance sheet financing arrangements.

Inflation

As we have no operations, we believe inflation does not currently impact us significantly.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Because we are a smaller reporting company we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2014 our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors

We believe there are no additions to the risk factors disclosed in our annual report on Form 10-K for the year ended March 31, 2014.

Item 6. Exhibits

Exhibits. The following exhibits are filed or furnished, as applicable, as part of this report:

	Exhibit No.		Description of Exhibit

	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

	Exhibit 32		Certification pursuant to 18 U.S.C. Section 1350
			as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Exhibit 101		The following BMB Munai, Inc. financial information for the periods ended December 31, 2014, formatted in XBRL (eXtensive Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, and (iv) the Notes to the Unaudited Condensed Financial Statements.

SIGNATURES

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

		BMB MUNAI, INC.



Date: February 13, 2015		/s/ Askar Tashtitov
		Askar Tashtitov President


Date: February 13, 2015		/s/ Evgeniy Ler
		Evgeniy Ler Chief Financial Officer

TABLE OF CONTENTS

Part I Financial Informationprint Item 1 Unaudited Condensed Financial Statementsprint Note 1 Description Of Businessprint Note 2 Significant Accounting Policiesprint Note 3 Cash and Cash Equivalentsprint Note 4 Shareholders Equityprint Note 5 Income Taxesprint Note 6 Earnings Per Share Informationprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Qualitative and Quantitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1A. Risk Factorsprint Item 6. Exhibitsprint

DIRECTORS	AGE	BIO
Paul J Romanowski		Paul J. Romanowski President and Chief Executive Officer Background and Experience Mr. Romanowski has significant leadership experience in the Company and has extensive knowledge of our business. • President and Chief Executive Officer, D.R. Horton, Inc. (October 2023 to present) • Executive Vice President and Co-Chief Operating Officer, D.R. Horton, Inc. (October 2021 to September 2023) • Region President, Florida and Gulf Coast, D.R. Horton, Inc. (2014 to 2021), and five Mid-Atlantic states (2019 to 2021) • Division President, South Florida, D.R. Horton, Inc. (1999 to 2014) • Land Acquisition Manager, M/I Homes (1997 to 1999) • South Florida Director, Metrostudy (1992 to 1997) Mr. Romanowski graduated from Butler University in 1992 with a bachelor of business administration degree in marketing.
Michael R Buchanan		Michael R. Buchanan Retired Sr. Advisor, Banc of America Securities Background and Experience Mr. Buchanan has significant commercial banking experience with several banking institutions serving the real estate and homebuilding sectors. • Senior Advisor, Banc of America Securities (2002 to 2003) • Managing Director, Head of National Real Estate Banking Group, Bank of America (1998 until his retirement in 2002) • Executive Vice President of NationsBank, which later merged with Bank of America (1990 to 1998) • Director, Piedmont Office Realty Trust (NYSE: PDM) (2015 to 2021)
Maribess L Miller		Maribess L. Miller Retired Partner, PricewaterhouseCoopers Background and Experience Ms. Miller, a certified public accountant, has significant experience with both public and private companies gained from leading auditing and consulting engagements. • Practice Partner, PricewaterhouseCoopers (PwC) (1984 until retirement in 2009) • Managing Partner, North Texas Market (2002 to 2009) • Practice Leader, the Southwest Region Consumer, Industrial and Energy practice (1998 to 2002) • Managing Partner of PwC’s US Healthcare Audit Practice (1995 to 1998) • Director, Triumph Financial, Inc. (NASDAQ: TFIN) (2014 to present) • Director, Zix Corporation (2010 to 2021)
Elaine D Crowley		Elaine D. Crowley Retired CFO, Mattress Giant Corporation Background and Experience Ms. Crowley, a certified public accountant, is an accomplished financial executive with deep expertise in accounting, finance, operational efficiency and public company leadership. • Executive Vice President and CFO, Mattress Giant Corporation (2010 to 2012) • CFO, Michaels Stores, Inc. (2008 to 2010) • CFO, The Bombay Company, Inc. (2000 to 2008) • Various roles including Controller, The Bombay Company, Inc. (1990 to 2000) • Various roles including Senior Manager, Price Waterhouse (now PwC) (1981 to 1990) • Director, Tandy Leather Factory, Inc. (NASDAQ: TLF) (2021 to 2024) • Director, Stage Stores, Inc. (2014 to 2020)
David V Auld	58	David V. Auld Executive Chairman Background and Experience Mr. Auld has significant experience leading the Company and has unrivaled knowledge of all aspects of our business. • Executive Chairman, D.R. Horton, Inc. (May 2024 to present) • Executive Vice Chair, D.R. Horton, Inc. (October 2023 to May 2024) • President and Chief Executive Officer, D.R. Horton, Inc. (2014 to September 2023) • Executive Vice President and Chief Operating Officer, D.R. Horton, Inc. (2013 to 2014) • Region President, Florida, North and South Carolina, Georgia and Alabama, D.R. Horton, Inc. (2005 to 2013) • Division President, D.R. Horton, Inc. (1988 to 2005) • Texas American Bank (1982 to 1988) and General Dynamics (1979 to 1982) Mr. Auld graduated from Texas Tech University in 1978 with a bachelor of business administration degree in accounting.
Chad Crow		M. Chad Crow Retired President & CEO, Builders FirstSource Background and Experience Mr. Crow has significant public company executive leadership experience in the building products industry. • President and CEO, Builders FirstSource (NYSE: BLDR) (2017 until retirement in 2021) • COO, Builders FirstSource (2014 to 2017) • CFO, Builders FirstSource (2009 to 2014) • Various positions including Controller, Builders FirstSource (1999 to 2009) • Various roles, Pier 1 Imports (1995 to 1999) • Various roles, Price Waterhouse LLP (now PwC) (1991 to 1995) • Director, LOAR Holdings Inc. (NYSE: LOAR) (April 2024 to present) • Director, Builders FirstSource (NYSE: BLDR) (1999 to 2021)
Brad S Anderson		Brad S. Anderson Vice Chair of Cushman & Wakefield Background and Experience Mr. Anderson has significant experience in leadership roles in the homebuilding and real estate industries. • Vice Chair of Cushman & Wakefield, a global real estate services firm (2021 to present) • Executive Vice President of CBRE Group, Inc., an international real estate brokerage company (2009 to 2021) • Various leadership positions, CB Commercial Real Estate Group, Inc., (1987 to 2009) • Director, KS StateBank (2016 to present) • Interim Chair of the Board of Continental Homes Holding Corp. (1997 to 1998 when it merged with D.R. Horton)
Benjamin S Carson		Benjamin S. Carson, Sr. Former Secretary of U.S. HUD Background and Experience Dr. Carson has significant leadership experience in governmental, regulatory and medical roles. • 17 th Secretary of U.S. HUD (2017 to 2021) • Led programs focused on advancing economic opportunity; providing safe, fair and affordable housing; spurring reinvestment in communities; reducing homelessness; assisting self-sufficiency to underserved and vulnerable populations; and helping disaster victims • Led the collaboration of eight federal agencies to establish the White House Council on Eliminating Regulatory Barriers to Affordable Housing • Distinguished career in the field of medicine including: • Director of the Division of Pediatric Neurosurgery at the Johns Hopkins Medical Institutions (1984 to 2013) • Professor of Neurological Surgery, Oncology, Plastic Surgery and Pediatrics at the Johns Hopkins Medical Institutions (1999 to 2013) • Director Experience: • Galectin Therapeutics Inc. (NASDAQ: GALT) (2023 to present) • Sinclair Broadcast Group, Inc. (NYSE: SBGI) (2022 to present) • Covenant Logistics Group, Inc. (NASDAQ: CVLG) (2021 to present) • Costco Wholesale Corporation (NASDAQ: COST) (1999 to 2015) • Kellogg Company (NYSE: K) (1997 to 2015)
Barbara R Smith		Barbara R. Smith Retired Chairman & CEO, Commercial Metals Company Background and Experience Ms. Smith has significant business leadership and management experience as a public company executive in the metals manufacturing industry. • Chairman of the Board, Commercial Metals Company (NYSE: CMC) (2018 until retirement in 2024) • CEO, Commercial Metals Company (2017 to 2023) • COO, Commercial Metals Company (2016 to 2017) • CFO, Commercial Metals Company (2011 to 2016) • CFO, Gerdau Ameristeel Corporation (2007 to 2011) • CFO, FARO Technologies, Inc. (2005 to 2006) • Various Roles, Alcoa Inc. (1981 to 2005) • Director, Comerica Incorporated (NYSE: CMA) (2017 to present) • Director, Minerals Technologies Inc. (NYSE: MTX) (2011 to 2017)

Name and Current Principal Position	Year		Salary			Bonus			Stock Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Non-Qualified Deferred Compensation Earnings			All Other Compensation			Total
David V. Auld Executive Chairman		2024		$	700,000			—		$	13,773,848		$	3,142,380		$	177,167		$	80,350		$	17,873,745
		2023		$	700,000			—		$	24,791,961		$	6,314,709		$	196,287		$	79,900		$	32,082,857
		2022		$	700,000			—		$	21,987,160		$	7,000,138		$	230,414		$	79,150		$	29,996,862
Paul J. Romanowski President and Chief Executive Officer		2024		$	700,000			—		$	19,565,399		$	4,713,415		$	86,905		$	80,350		$	25,146,069
		2023		$	500,000			—		$	7,219,367		$	6,314,679		$	95,396		$	59,900		$	14,189,342
		2022		$	500,000			—		$	5,447,599		$	7,629,749		$	110,780		$	59,150		$	13,747,278
Michael J. Murray Executive Vice President and Chief Operating Officer		2024		$	500,000			—		$	15,968,950		$	3,927,981		$	73,338		$	60,350		$	20,530,619
		2023		$	500,000			—		$	7,219,367		$	6,314,679		$	80,061		$	59,900		$	14,174,007
		2022		$	500,000			—		$	5,447,599		$	7,629,749		$	92,368		$	59,150		$	13,728,866
Bill W. Wheat Executive Vice President and Chief Financial Officer		2024		$	500,000			—		$	12,393,229		$	3,142,380		$	103,994		$	60,350		$	16,199,953
		2023		$	500,000		$	3,000,000		$	4,812,911			—		$	114,707		$	59,900		$	8,487,518
		2022		$	500,000		$	3,000,000		$	3,363,589			—		$	133,972		$	59,150		$	7,056,711

Customer name	Ticker
Adams Resources & Energy, Inc.	AE
Devon Energy Corporation	DVN

Owner	Position	Direct Shares	Indirect Shares
Auld David V	-	890,672	211,200
WHEAT BILL W	-	295,777	0
WHEAT BILL W	-	219,115	0
Romanowski Paul J	-	141,800	0
Romanowski Paul J	-	86,694	0
Murray Michael J	-	35,973	31,630
ANDERSON BRADLEY S	-	34,719	0
Murray Michael J	-	33,769	29,057
Miller Maribess L	-	18,488	0
Odom Aron M.	-	8,529	0
Allen Barbara K	-	5,650	0
Odom Aron M.	-	4,103	0
BUCHANAN MICHAEL R	-	1,487	8,136
HORTON DONALD R	-	0	4,061,470
HORTON DONALD R	-	0	4,307,230

FRHC 10-Q Quarter ended Dec. 31, 2014